e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
Or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-14659
WILMINGTON TRUST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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51-0328154 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Rodney Square North, 1100 North Market Street, |
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Wilmington, Delaware
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19890 |
(Address of principal executive offices)
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(Zip Code) |
(302) 651-1000
(Registrants telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding as of March 31, 2009 |
Common stock Par Value $1.00
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69,304,640 shares |
WILMINGTON TRUST CORPORATION AND SUBSIDIARIES
Form 10-Q for the three months ended March 31, 2009
TABLE OF CONTENTS
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Page |
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1 |
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1 |
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3 |
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5 |
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Notes to Consolidated Financial Statements |
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6 |
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27 |
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27 |
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Quarterly results |
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31 |
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37 |
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Net interest income and net interest margin |
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47 |
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Noninterest income |
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51 |
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53 |
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Assets under management and administration |
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55 |
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57 |
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60 |
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61 |
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64 |
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67 |
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74 |
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75 |
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77 |
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81 |
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82 |
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82 |
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82 |
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83 |
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83 |
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83 |
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84 |
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Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)
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March 31, |
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December 31, |
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2009 |
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2008 |
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(In millions, except |
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share amounts) |
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ASSETS |
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Cash and due from banks |
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$ |
252.0 |
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$ |
290.4 |
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Interest-bearing deposits in other banks |
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117.4 |
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141.0 |
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Federal funds sold and securities purchased under agreements to resell |
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45.3 |
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Investment securities available for sale: |
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U.S. Treasury securities |
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23.3 |
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41.4 |
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Government agency securities |
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365.1 |
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463.0 |
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Obligations of state and political subdivisions |
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6.1 |
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6.2 |
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Mortgage-backed debt securities |
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322.8 |
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660.3 |
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Other securities |
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37.7 |
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39.8 |
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Total investment securities available for sale |
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755.0 |
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1,210.7 |
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Investment securities held to maturity: |
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Government agency securities |
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0.5 |
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0.5 |
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Obligations of state and political subdivisions |
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0.6 |
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0.7 |
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Mortgage-backed debt securities |
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0.2 |
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Other securities |
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160.3 |
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161.2 |
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Total investment securities held to maturity |
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161.4 |
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162.6 |
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Federal Home Loan Bank and Federal Reserve Bank stock, at cost |
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25.0 |
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20.0 |
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Loans: |
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Commercial, financial, and agricultural |
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2,770.2 |
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2,966.3 |
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Real estate construction |
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1,960.9 |
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1,923.8 |
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Commercial mortgage |
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1,942.8 |
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1,870.2 |
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Total commercial loans |
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6,673.9 |
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6,760.3 |
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Residential mortgage |
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574.6 |
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571.2 |
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Consumer |
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1,636.6 |
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1,732.9 |
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Loans secured with investments |
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523.6 |
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554.7 |
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Total retail loans |
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2,734.8 |
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2,858.8 |
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Total loans, net of unearned income of $5.6 in 2009 and 2008 |
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9,408.7 |
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9,619.1 |
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Reserve for loan losses |
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(167.0 |
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(157.1 |
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Net loans |
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9,241.7 |
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9,462.0 |
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Premises and equipment, net |
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150.5 |
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152.0 |
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Goodwill, net of accumulated amortization of $29.8 in 2009 and 2008 |
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355.3 |
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355.6 |
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Other intangible assets, net of accumulated amortization of $42.2 in 2009 and
$39.6 in 2008 |
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44.9 |
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47.0 |
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Accrued interest receivable |
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71.6 |
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82.0 |
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Other assets |
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361.4 |
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350.3 |
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Total assets |
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$ |
11,536.2 |
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$ |
12,318.9 |
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See notes to Consolidated Financial Statements
1
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
CONSOLIDATED STATEMENTS OF CONDITION (Continued)
(Unaudited)
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March 31, |
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December 31, |
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2009 |
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2008 |
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(In millions, except |
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share amounts) |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Deposits: |
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Noninterest-bearing demand |
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$ |
1,214.8 |
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$ |
1,231.7 |
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Interest-bearing: |
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Savings |
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929.8 |
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815.7 |
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Interest-bearing demand |
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3,028.5 |
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2,632.9 |
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Certificates under $100,000 |
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1,110.3 |
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1,072.5 |
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Local certificates $100,000 and over |
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180.3 |
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230.7 |
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Total core deposits |
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6,463.7 |
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5,983.5 |
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National
brokered certificates |
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1,811.9 |
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2,432.9 |
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Total deposits |
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8,275.6 |
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8,416.4 |
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Short-term borrowings: |
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Federal funds purchased and securities sold under agreements to
repurchase |
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999.4 |
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1,590.8 |
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U.S. Treasury demand deposits |
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12.4 |
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6.4 |
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Line of credit and other debt |
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20.0 |
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Total short-term borrowings |
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1,011.8 |
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1,617.2 |
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Accrued interest payable |
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77.8 |
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71.2 |
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Other liabilities |
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365.1 |
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411.2 |
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Long-term debt |
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469.3 |
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468.8 |
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Total liabilities |
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10,199.6 |
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10,984.8 |
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Stockholders equity: |
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Wilmington Trust stockholders equity: |
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Preferred stock: $1.00 par value, 1,000,000 shares authorized,
330,000 5% cumulative shares issued and outstanding |
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322.0 |
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321.5 |
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Common stock: $1.00 par value, authorized 150,000,000 shares, issued
78,528,346 shares |
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78.5 |
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78.5 |
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Capital surplus |
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213.6 |
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216.4 |
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Retained earnings |
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1,110.3 |
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1,103.7 |
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Accumulated other comprehensive loss |
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(90.6 |
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(84.5 |
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Total contributed capital and retained earnings |
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1,633.8 |
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1,635.6 |
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Less: treasury stock: 9,223,706 shares in 2009 and 9,414,898 shares
in 2008, at cost |
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(297.5 |
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(301.7 |
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Total Wilmington Trust stockholders equity |
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1,336.3 |
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1,333.9 |
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Noncontrolling interest |
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0.3 |
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0.2 |
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Total stockholders equity |
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1,336.6 |
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1,334.1 |
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Total liabilities and stockholders equity |
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$ |
11,536.2 |
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$ |
12,318.9 |
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2
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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For the Three Months |
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Ended March 31, |
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2009 |
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2008 |
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(In millions, except |
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share amounts) |
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NET INTEREST INCOME |
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Interest and fees on loans |
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$ |
102.9 |
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$ |
140.3 |
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Interest and dividends on investment securities: |
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Taxable interest |
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13.2 |
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20.5 |
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Tax-exempt interest |
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0.1 |
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0.1 |
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Dividends |
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0.5 |
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0.8 |
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Interest on deposits in other banks |
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0.1 |
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0.1 |
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Interest on federal funds sold and securities
purchased under agreements to resell |
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0.2 |
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0.3 |
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Dividends on Federal Home Loan Bank and Federal Reserve Bank
stock |
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0.1 |
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0.3 |
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Total interest income |
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117.1 |
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162.4 |
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Interest on deposits |
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28.7 |
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55.8 |
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Interest on short-term borrowings |
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1.5 |
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15.5 |
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Interest on long-term debt |
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8.4 |
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4.2 |
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Total interest expense |
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38.6 |
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75.5 |
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Net interest income |
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78.5 |
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86.9 |
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Provision for loan losses |
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(29.5 |
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(10.0 |
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Net interest income after provision for loan losses |
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49.0 |
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76.9 |
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NONINTEREST INCOME
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Advisory fees: |
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Wealth Advisory Services: |
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Trust and investment advisory fees |
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31.3 |
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39.2 |
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Mutual fund fees |
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7.5 |
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6.4 |
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Planning and other services |
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10.9 |
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10.1 |
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Total Wealth Advisory Services |
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49.7 |
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55.7 |
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Corporate Client Services: |
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Capital markets services |
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11.5 |
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11.6 |
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Entity management services |
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7.9 |
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7.9 |
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Retirement services |
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16.1 |
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3.2 |
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Investment/cash management services |
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3.9 |
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3.3 |
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Total Corporate Client Services |
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39.4 |
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26.0 |
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Cramer Rosenthal McGlynn |
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3.0 |
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4.0 |
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Roxbury Capital Management |
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(0.8 |
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0.3 |
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Total advisory fees |
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91.3 |
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86.0 |
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Amortization of affiliate intangibles |
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(2.3 |
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(1.2 |
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Total advisory fees after amortization of affiliate intangibles |
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89.0 |
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84.8 |
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Service charges on deposit accounts |
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7.9 |
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7.6 |
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Loan fees and late charges |
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2.3 |
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2.1 |
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Card fees |
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2.0 |
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2.1 |
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Other noninterest income |
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1.9 |
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6.2 |
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Securities gains |
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7.6 |
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Total noninterest income |
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110.7 |
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102.8 |
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Net interest and noninterest income |
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$ |
159.7 |
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$ |
179.7 |
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See notes to Consolidated Financial Statements
3
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
CONSOLIDATED STATEMENTS OF INCOME (Continued)
(Unaudited)
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For the Three Months |
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Ended March 31, |
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2009 |
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2008 |
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(In millions, except |
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share amounts) |
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NONINTEREST EXPENSE |
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Salaries and wages |
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$ |
49.1 |
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$ |
45.7 |
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Incentives and bonuses |
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4.9 |
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14.5 |
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Employment benefits |
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16.7 |
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14.3 |
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Net occupancy |
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7.8 |
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7.5 |
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Furniture, equipment, and supplies |
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10.5 |
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9.8 |
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Advertising and contributions |
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2.5 |
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2.1 |
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Servicing and consulting fees |
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4.1 |
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2.5 |
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Subadvisor expense: |
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Retirement services |
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6.7 |
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Other services |
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1.4 |
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2.7 |
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Travel, entertainment, and training |
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1.8 |
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2.4 |
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Originating and processing fees |
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2.3 |
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2.4 |
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Insurance |
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4.2 |
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1.9 |
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Conversion errors |
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2.8 |
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Legal and auditing fees |
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2.3 |
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1.8 |
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Other noninterest expense |
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9.5 |
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7.9 |
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Total noninterest expense |
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|
126.6 |
|
|
|
115.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
|
|
|
|
|
|
Income before income taxes and noncontrolling interest |
|
|
33.1 |
|
|
|
64.2 |
|
Income tax expense |
|
|
11.2 |
|
|
|
22.7 |
|
|
|
|
|
|
|
|
Net income before noncontrolling interest |
|
|
21.9 |
|
|
|
41.5 |
|
Net income attributable to the noncontrolling interest |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Net income attributable to Wilmington Trust Corporation |
|
$ |
21.8 |
|
|
$ |
41.4 |
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.25 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.25 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
Basic |
|
|
68,945 |
|
|
|
67,067 |
|
Diluted |
|
|
68,945 |
|
|
|
67,311 |
|
4
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(In millions) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income attributable to Wilmington Trust Corporation |
|
$ |
21.8 |
|
|
$ |
41.4 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
29.5 |
|
|
|
10.0 |
|
Provision for depreciation and other amortization |
|
|
5.6 |
|
|
|
5.5 |
|
Amortization of other intangible assets |
|
|
2.6 |
|
|
|
1.5 |
|
Net income attributable to the noncontrolling interest |
|
|
0.1 |
|
|
|
0.1 |
|
Amortization/(accretion) of discounts and premiums on investment
securities
available for sale |
|
|
0.5 |
|
|
|
(0.1 |
) |
Accretion of discounts and premiums on investment securities
held to maturity |
|
|
(0.3 |
) |
|
|
|
|
Deferred income taxes |
|
|
(1.3 |
) |
|
|
(11.8 |
) |
Originations of residential mortgages available for sale |
|
|
(79.3 |
) |
|
|
(30.3 |
) |
Gross proceeds from sales of residential mortgages |
|
|
80.4 |
|
|
|
30.7 |
|
Gains on sales of residential mortgages |
|
|
(1.1 |
) |
|
|
(0.4 |
) |
Securities (gains)/losses: |
|
|
|
|
|
|
|
|
Other-than-temporary impairment |
|
|
4.5 |
|
|
|
|
|
Other |
|
|
(12.1 |
) |
|
|
|
|
Amortization of gain on interest rate floors |
|
|
(3.5 |
) |
|
|
(1.7 |
) |
Stock-based compensation expense |
|
|
1.5 |
|
|
|
2.9 |
|
Tax expense realized on employee exercise of stock options |
|
|
|
|
|
|
0.2 |
|
(Increase)/decrease in other assets |
|
|
(0.3 |
) |
|
|
18.3 |
|
(Decrease)/increase in other liabilities |
|
|
(33.6 |
) |
|
|
4.5 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
15.0 |
|
|
$ |
70.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from sales of investment securities available for sale |
|
$ |
404.8 |
|
|
$ |
10.2 |
|
Proceeds from maturities of investment securities available for sale |
|
|
239.1 |
|
|
|
286.1 |
|
Proceeds from maturities of investment securities held to maturity |
|
|
1.2 |
|
|
|
0.1 |
|
Purchases of investment securities available for sale |
|
|
(187.8 |
) |
|
|
(94.9 |
) |
Purchases of investment securities held to maturity |
|
|
(0.6 |
) |
|
|
|
|
Purchases of FHLB & FRB stock, at cost |
|
|
(5.0 |
) |
|
|
|
|
Cash paid for acquisitions |
|
|
|
|
|
|
(2.5 |
) |
Sale of affiliate interest |
|
|
|
|
|
|
0.3 |
|
Net decrease/(increase) in loans |
|
|
190.8 |
|
|
|
(326.3 |
) |
Purchases of premises and equipment |
|
|
(3.8 |
) |
|
|
(5.8 |
) |
Dispositions of premises and equipment |
|
|
0.2 |
|
|
|
0.1 |
|
Proceeds from sales of interest rate floors |
|
|
|
|
|
|
55.1 |
|
|
|
|
|
|
|
|
Net cash provided by/(used for) investing activities |
|
$ |
638.9 |
|
|
$ |
(77.6 |
) |
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Net increase/(decrease) in demand, savings, and interest-bearing demand
deposits |
|
$ |
492.8 |
|
|
$ |
(36.4 |
) |
Net (decrease)/increase in certificates of deposit |
|
|
(633.6 |
) |
|
|
244.9 |
|
Net (decrease)/increase in federal funds purchased and securities sold under
agreements to repurchase |
|
|
(591.4 |
) |
|
|
1.9 |
|
Net increase/(decrease) in U.S. Treasury demand deposits |
|
|
6.0 |
|
|
|
(14.8 |
) |
Net decrease in line of credit |
|
|
(20.0 |
) |
|
|
(5.0 |
) |
Cash dividends |
|
|
(14.7 |
) |
|
|
(22.5 |
) |
Proceeds from common stock issued under employment benefit plans |
|
|
|
|
|
|
3.8 |
|
Tax expense realized on employee exercise of stock options |
|
|
|
|
|
|
(0.2 |
) |
Acquisition of treasury stock |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
Net cash (used for)/provided by financing activities |
|
$ |
(761.0 |
) |
|
$ |
171.5 |
|
|
|
|
|
|
|
|
Effect of foreign currency translation on cash |
|
|
(0.2 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
|
(107.3 |
) |
|
|
164.8 |
|
Cash and cash equivalents at beginning of period |
|
|
476.7 |
|
|
|
394.5 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
369.4 |
|
|
$ |
559.3 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid during the three months ended March 31 |
|
2009 |
|
2008 |
|
|
(In millions) |
Interest |
|
$ |
32.0 |
|
|
$ |
69.0 |
|
Taxes |
|
|
17.5 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
Non-cash items during the three months ended March 31 |
|
2009 |
|
2008 |
|
|
(In millions) |
Net unrealized losses on securities, net of tax of $0.0 and $(5.8), respectively |
|
$ |
|
|
|
$ |
(10.3 |
) |
Investment securities impairment, net of tax of $1.5 and $0.0, respectively |
|
|
3.0 |
|
|
|
|
|
Net unrealized holding gains on derivatives used for cash flow
hedges, net of tax of
$0.0 and $4.9, respectively |
|
|
|
|
|
|
8.8 |
|
Reclassification from accumulated other comprehensive income into earnings of
discontinued cash flow hedges, net of tax of $(1.4) and $0.1, respectively |
|
|
(2.1 |
) |
|
|
0.4 |
|
Foreign currency translation adjustment, net of tax of $(0.2) and $0.1,
respectively |
|
|
(0.4 |
) |
|
|
0.3 |
|
Reclassification adjustment of derivative costs, net of tax of $0.0 and $(0.8),
respectively |
|
|
|
|
|
|
(1.4 |
) |
Postretirement benefits liability adjustment, net of tax of $0.0 and $(0.1),
respectively |
|
|
|
|
|
|
0.1 |
|
SERP1 liability adjustment, net of tax of $0.7 and $0.1, respectively |
|
|
1.2 |
|
|
|
0.1 |
|
|
|
|
1 |
|
Supplemental executive retirement plan |
See notes to Consolidated Financial Statements
5
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
1. Accounting and reporting policies
We maintain our accounting records and prepare our financial statements in accordance with U.S.
generally accepted accounting principles (GAAP) and reporting practices prescribed for the banking
industry. Using these principles, we make subjective judgments about uncertainties and trends and
we make estimates and assumptions about the amounts we report in our financial statements and
notes, including amounts for revenue recognition, the reserve for loan losses, pension and other
benefit plans, stock-based employee compensation, investment securities valuations, goodwill
impairment, loan origination fees, income taxes, and other items. We evaluate these estimates on
an ongoing basis.
The precision of these estimates and the likelihood of future changes are subject to various risks
and uncertainties, and depend on a number of assumptions, estimates, expectations, assessments of
potential developments, other underlying variables, and a range of possible outcomes.
Circumstances that differ significantly from our judgments and estimates could cause our actual
financial results to differ from our expectations.
Our financial results could be affected adversely by, among other things, changes in national or
regional economic conditions; changes in market interest rates; fluctuations in equity or fixed
income markets; changes in the market values of securities in our investment portfolio; significant
changes in banking laws or regulations; changes in accounting policies, procedures, or guidelines;
increased competition for business; higher-than-expected credit losses; the effects of
acquisitions; the effects of integrating acquired entities; a substantial and permanent loss of
either client accounts and/or assets under management at Wilmington Trust and/or affiliate money
managers Cramer Rosenthal McGlynn (CRM) and Roxbury Capital Management (RCM); changes in the
regulatory, judicial, legislative, or tax treatment of business transactions; new litigation or
developments in existing litigation; and economic uncertainty created by unrest in other parts of
the world.
Due to our adoption on January 1, 2009, of FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities, we are calculating
earnings per common share under the two-class method as described in SFAS 128, Earnings per
Share. For more information about this, read Note 4, Earnings per share, in this report.
Our adoption on January 1, 2009, of SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB No. 51, changed the presentation of net income. What
formerly was called minority interest is now called noncontrolling interest, and our income
statement includes a line for net income attributable to the noncontrolling interest as well as a
line for net income attributable to Wilmington Trust Corporation. Throughout this report, we use
net income to mean net income attributable to Wilmington Trust Corporation.
Our consolidated financial statements include the accounts of Wilmington Trust Corporation, our
wholly owned subsidiaries, and the subsidiaries in which we are majority owner. We eliminate
intercompany balances and transactions in consolidation. For more
6
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
information about our accounting policies, read Note 2, Summary of significant accounting
policies, in our 2008 Annual Report to Shareholders.
Although we are majority owner of CRM, we do not consolidate its results because CRM owners retain
control over certain governance matters. We do not consolidate the results of RCM because we are
not majority owner and RCM owners retain control over certain governance matters. For information
on how we account for CRM, RCM, and other subsidiaries and affiliates, read Note 4, Affiliates and
acquisitions, in our 2008 Annual Report to Shareholders.
We have applied our critical accounting policies and estimation methods consistently in all periods
presented in this report and we have discussed these policies with our Audit Committee. The
information in this report has not been audited. It includes all adjustments of a normal recurring
nature that we believe are necessary for fair presentation. We have reclassified certain
prior-year amounts to conform to the current-year presentation. The consolidated financial
statements in this report should be read in conjunction with the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements in our 2008 Annual Report to
Shareholders.
We may use the following abbreviations throughout this report:
|
|
|
APB:
|
|
Accounting Principles Board |
|
|
|
ARB:
|
|
Accounting Research Bulletin |
|
|
|
CPP:
|
|
U.S. Department of the Treasury Capital Purchase Program |
|
|
|
EITF:
|
|
Emerging Issues Task Force |
|
|
|
FASB:
|
|
The Financial Accounting Standards Board |
|
|
|
FHLB:
|
|
Federal Home Loan Bank |
|
|
|
FIN:
|
|
FASB Interpretation (Number) |
|
|
|
FRB:
|
|
Federal Reserve Bank |
|
|
|
FSP:
|
|
FASB Staff Position |
|
|
|
GAAP:
|
|
U.S. generally accepted accounting principles |
|
|
|
IRS:
|
|
Internal Revenue Service |
|
|
|
NYSE:
|
|
New York Stock Exchange |
|
|
|
SAB:
|
|
Staff Accounting Bulletin |
|
|
|
SEC:
|
|
Securities and Exchange Commission |
|
|
|
SFAS:
|
|
Statements of Financial Accounting Standards |
|
|
|
TARP:
|
|
U.S. Department of the Treasury Troubled Asset Relief Program |
7
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
2. Stock-based compensation plans
The Compensation Committee and the Select Committee of our Board of Directors administer an
executive incentive plan, an employee stock purchase plan (ESPP), a directors deferred fee plan,
and a long-term incentive plan. We account for our stock-based compensation plans in accordance
with SFAS No. 123(revised), Share-Based Payment. For more information about these plans and how
we determine valuations of stock-based awards, read Note 19, Stock-based compensation plans, in
our 2008 Annual Report to Shareholders.
The common shares we issue as stock-based compensation come from our treasury, which held
approximately 9.2 million shares at March 31, 2009. This is more than adequate to meet the share
requirements of our current stock-based compensation plans.
No stock options were awarded during the first quarter of 2009.
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (in millions) |
|
March 31, 2009 |
|
March 31, 2008 |
|
Compensation expense: |
|
|
|
|
|
|
|
|
Common stock options |
|
$ |
1.1 |
|
|
$ |
1.5 |
|
Restricted common stock |
|
|
0.5 |
|
|
|
1.5 |
|
Employee stock purchase plan |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
Total compensation expense |
|
|
1.5 |
|
|
|
2.9 |
|
Tax benefit |
|
|
0.6 |
|
|
|
1.0 |
|
|
Net income effect |
|
|
0.9 |
|
|
|
1.9 |
|
Stock option valuation assumptions
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (in millions) |
|
March 31, 2009 |
|
March 31, 2008 |
|
Risk-free interest rate |
|
|
|
|
|
|
2.49% - 3.64 |
% |
Value of Corporations common stock |
|
|
|
|
|
|
13.71% - 17.86 |
% |
Expected common stock dividend yield |
|
|
|
|
|
|
3.85% - 4.34 |
% |
Expected life of options |
|
|
|
|
|
|
4.7 to 8.2 years |
For the valuation assumptions in the table above:
|
|
We use the Black-Scholes valuation method. |
|
|
|
The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life
of options on the date of each grant. |
|
|
|
We based the volatility of our stock on historical volatility over a span of time equal to
the expected life of the options. |
8
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
We based the expected life of stock option awards on historical experience. Expected life
is the period of time we estimate that granted stock options will remain outstanding. |
Stock-based compensation expense for incentive stock options and the ESPP affects our income tax
expense and effective tax rate because we are not allowed a tax deduction unless the award
recipient or ESPP subscriber makes a disqualifying disposition upon exercise. As a participant in
the CPP, we may not deduct compensation of more than $500,000 paid to any named executive officer
identified in our proxy statement for any year in which the U.S. Treasury holds any debt or equity
security we issued to the U.S. Treasury under the CPP.
Long-term stock-based incentive plans
Long-term incentive plan options exercised
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (dollars in millions) |
|
March 31, 2009 |
|
March 31, 2008 |
|
Number of options exercised |
|
|
|
|
|
|
170,861 |
|
Total intrinsic value of options exercised |
|
$ |
|
|
|
$ |
0.3 |
|
Cash received from options exercised |
|
$ |
|
|
|
$ |
3.8 |
|
Tax benefit realized from tax deductions
for options exercised |
|
$ |
|
|
|
$ |
0.1 |
|
Long-term incentive plan option activity for the three months ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
Aggregate |
|
|
Common |
|
Weighted average |
|
remaining |
|
intrinsic value |
|
|
stock options |
|
exercise price |
|
contractual term |
|
(in millions) |
|
Outstanding at January 1, 2009 |
|
|
6,982,300 |
|
|
$ |
34.95 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
(270,440 |
) |
|
$ |
29.51 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(11,500 |
) |
|
$ |
38.72 |
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2009 |
|
|
6,700,360 |
|
|
$ |
35.17 |
|
|
3.4 years |
|
$ |
|
|
Exercisable at March 31, 2009 |
|
|
4,657,487 |
|
|
$ |
33.93 |
|
|
2.3 years |
|
$ |
|
|
9
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Unvested stock options
At March 31, 2009, total unrecognized compensation cost related to unvested common stock options
was $3.7 million, which we expect to record over a weighted average period of 1.4 years.
Restricted stock grants
We measure the fair value of restricted common stock by the last sale price of our common stock on
the date of the restricted stock grant. We amortize the value of restricted stock grants into
stock-based compensation expense on a straight-line basis over the requisite service period for the
entire award. At March 31, 2009, total unrecognized compensation cost related to restricted stock
grants was $3.7 million, which we expect to record over a weighted average period of 1.4 years.
Under our incentive plans, the vesting period for some of our restricted stock awards can
accelerate upon retirement and in certain other circumstances. When we award restricted stock to
people from whom we may not receive services in the future, such as those who are eligible for
retirement, we recognize the expense of restricted stock grants when we make the award, instead of
amortizing the expense over the vesting period of the award. In the 2009 first quarter, we
recorded $0.5 million of expense for restricted stock grants. Restricted stock awarded since we
became a participant in the CPP does not vest until the U.S. Treasury no longer holds any debt or
equity securities we issued under the CPP.
Restricted stock activity for the three months ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
Restricted shares |
|
Weighted average fair value at grant date |
|
Outstanding at January 1, 2009 |
|
|
178,908 |
|
|
$ |
35.47 |
|
Granted |
|
|
193,159 |
|
|
$ |
9.47 |
|
Vested |
|
|
(28,461 |
) |
|
$ |
38.53 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
Outstanding at March 31, 2009 |
|
|
343,606 |
|
|
$ |
20.60 |
|
Employee stock purchase plan (ESPP)
For the ESPP, we record stock-based compensation expense based on the fair value of plan
participants options to purchase shares, amortized over the plans fiscal year. We use the
Black-Scholes method to determine the fair value. For the three months ended March 31, 2009, total
recognized compensation cost related to the ESPP was $(0.1) million, due to forfeitures in the
plan. There was no unrecognized compensation cost related to this plan.
10
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares reserved for future |
|
Subscriptions |
|
|
|
|
subscriptions |
|
outstanding |
|
Price per share |
|
Balance at January 1, 2008 |
|
|
408,875 |
|
|
|
93,992 |
|
|
|
|
|
New plan appropriation |
|
|
800,000 |
|
|
|
|
|
|
|
|
|
Forfeitures |
|
|
78,849 |
|
|
|
(78,849 |
) |
|
$ |
36.64 |
|
Shares issued |
|
|
|
|
|
|
(15,143 |
) |
|
$ |
36.64 |
|
Expiration of 2004 ESPP |
|
|
(487,724 |
) |
|
|
|
|
|
|
|
|
Subscriptions entered into on June 1, 2008 |
|
|
(116,076 |
) |
|
|
116,076 |
|
|
$ |
27.67 |
|
Forfeitures |
|
|
79,346 |
|
|
|
(79,346 |
) |
|
$ |
27.67 |
|
|
Balance at March 31, 2009 |
|
|
763,270 |
|
|
|
36,730 |
|
|
|
|
|
3. Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
|
Months Ended |
|
|
|
March 31, |
|
Comprehensive income |
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Net income before noncontrolling interest |
|
$ |
21.9 |
|
|
$ |
41.5 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
Net unrealized losses on securities, net of income
taxes of $0.0 and $(5.8) |
|
|
|
|
|
|
(10.3 |
) |
Reclassification
adjustment for securities gains included in net income, net of income taxes of
$(2.8) and $0.0 |
|
|
(4.8 |
) |
|
|
|
|
Net unrealized holding gains arising during the
period on derivatives used for cash flow hedges, net of
income taxes of $0.0 and $4.9 |
|
|
|
|
|
|
8.8 |
|
Reclassification from accumulated other comprehensive
income into earnings of discontinued cash flow hedges,
net of taxes of $(1.4) and $0.1 |
|
|
(2.1 |
) |
|
|
0.4 |
|
Reclassification adjustment of derivative costs, net of income taxes of $0.0 and $(0.8) |
|
|
|
|
|
|
(1.4 |
) |
Foreign currency translation adjustments, net of income
taxes of $(0.2) and $0.1 |
|
|
(0.4 |
) |
|
|
0.3 |
|
SERP1 liability adjustment, net of income taxes of $0.7
and $0.0 |
|
|
1.2 |
|
|
|
0.1 |
|
Postretirement benefits liability adjustment, net of
income taxes of $0.0 and $(0.1) |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Comprehensive income before noncontrolling interest |
|
|
15.8 |
|
|
|
39.5 |
|
Comprehensive income attributable to the noncontrolling interest |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Comprehensive income attributable to Wilmington Trust Corporation |
|
$ |
15.7 |
|
|
$ |
39.4 |
|
|
|
|
1 |
|
Supplemental executive retirement plan |
4. Earnings per share
As a result of our adoption on January 1, 2009, of FSP EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities, we calculate
earnings per common share under the two-class method as described in SFAS 128, Earnings per
Share. The restricted stock awards we grant include nonforfeitable rights to receive dividends
over the vesting period of the award. Based on the guidance in FSP EITF 03-6-1, our unvested
restricted stock awards meet the definition of a participating security, and we are required to use
the two-class method to calculate earnings per share.
Using a prescribed earnings allocation formula, the two-class method requires us to present
earnings per common share as if all of the earnings for the period had been distributed to common
shareholders and to the holders of unvested restricted stock. The application of the two-class
method reduces income available to common shareholders as well as both basic and diluted earnings
per common share.
In accordance with EITF 03-6-1, we recalculated the basic and diluted earnings per share amounts
for the three months ended March 31, 2008, under the two-class method. This recalculation did not
change the previously reported basic earnings per share amount. It decreased the previously
reported diluted earnings per share amount by $0.01. For the three months ended March 31, 2009,
basic and
11
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
diluted earnings per common share were the same under application of the two-class method
as they would have been had we not adopted FSP EITF 03-6-1.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
|
|
Months Ended |
|
|
|
|
March 31, |
|
Computation of Basic and Diluted Earnings per Share |
|
|
2009 |
|
|
2008 |
|
|
|
|
(In millions, except |
|
|
|
|
earnings per share |
|
|
|
|
and dividends per share) |
|
Net income |
|
$ |
21.8 |
|
|
$ |
41.4 |
|
Dividends and accretion on preferred stock |
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders |
|
$ |
17.2 |
|
|
$ |
41.4 |
|
|
|
|
|
|
|
|
|
|
Average common shares issued and outstanding |
|
|
68.9 |
|
|
|
67.1 |
|
Dilutive common shares from employee stock options,
ESPP1 subscriptions, and stock warrants |
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
Total diluted common shares issued and outstanding |
|
|
68.9 |
|
|
|
67.3 |
|
|
|
|
|
|
|
|
|
|
Basic income per common share |
|
$ |
0.25 |
|
|
$ |
0.62 |
|
Diluted income per common share2 |
|
$ |
0.25 |
|
|
$ |
0.61 |
|
Cash dividends declared per common share |
|
$ |
0.1725 |
|
|
$ |
0.335 |
|
Anti-dilutive options and warrants excluded from calculation |
|
|
8.6 |
|
|
|
4.6 |
|
|
|
|
1 |
|
Employee Stock Purchase Plan |
|
|
|
2 |
|
To calculate diluted earnings per share, we applied the two-class method under the
assumption that all potentially dilutive securities other than the unvested restricted stock
had been exercised. For the purposes of this calculation, dilutive shares were determined in
accordance with the treasury method. For the three months ended March 31, 2009, the average
market price of our common stock was less than the exercise price of all outstanding options
and warrants, resulting in no dilution effect on average common shares outstanding. |
12
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
5. Fair value measurement of assets and liabilities
We
disclose the estimated fair values of certain financial instruments, whether or not we recognize
them at fair value in our Consolidated Statements of Condition. We measure the fair values of
assets and liabilities in accordance with SFAS No. 157, Fair Value Measurements, and other
related guidance.
Fair value generally is the exchange price on which a willing buyer and a willing seller would
agree when market conditions are not distressed. Because of the uncertainties inherent in
determining fair value, fair value estimates may not be precise. Many of our fair value estimates
are based on highly subjective judgments and assumptions we make about market information and
economic conditions. Changes in market interest rates or any of the assumptions underlying our
estimates could cause those estimates to change significantly.
We do not believe that the aggregate fair value amounts presented in this Note offer a full
assessment of our consolidated financial condition, our ability to generate net income, or the
value of our company, because the fair value amounts presented here do not consider any value that
may accrue from existing client relationships or our ability to create value by making loans,
gathering deposits, or providing fee-based services. In addition, we
do not include the values of all nonfinancial assets and liabilities, intangible assets, and certain
other financial instruments.
SFAS No. 157 establishes a three-level hierarchy that prioritizes the factors (inputs) used to
calculate the fair value of assets and liabilities:
|
|
Level 1. Level 1 inputs are unadjusted quoted prices, such as an NYSE closing price, in
active markets for identical assets. Level 1 is the highest priority in the hierarchy. |
|
|
Level 2. Level 2 inputs may include quoted prices for similar assets and liabilities in
active markets, as well as other significant inputs that are observable at commonly quoted
intervals, such as interest rates, foreign exchange rates, and yield curves. |
|
|
Level 3. Level 3 inputs are unobservable inputs. Typically, our own assumptions determine
these inputs, since there is little, if any, related market activity. Level 3 is the lowest
priority in the hierarchy. |
13
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
If we use multiple input levels to calculate the fair value of an asset or liability, then the
lowest-level significant input determines the level for the entire fair value measurement of that
asset or liability. Our assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment, and it considers factors specific to the asset or
liability.
In accordance with GAAP, we may be required to measure certain assets and liabilities at fair value
on a nonrecurring basis. These adjustments typically relate to lower-of-cost or fair value
accounting, or write-downs of individual assets due to impairment.
We conducted impairment testing on our investment in Roxbury Capital Management (RCM) and
determined there was no impairment to our investment as of March 31, 2009. Current conditions in
the economy and their effect on RCM that contributed to our decision to conduct impairment testing
are:
|
|
Market pressures that have reduced managed asset levels. |
|
|
Recent declines in assets under management. |
|
|
Lower-than-expected operating performance. |
|
|
Near-term cash flow and income projections. |
|
|
Our decision to support their operations through additional investment, if needed. |
Since we account for RCM under the equity method of accounting, we performed our assessment of
RCMs valuation in accordance with APB No. 18, The Equity Method of Accounting for Investments in
Common Stock, using a discounted cash flow methodology.
For more information on our fair value disclosures and estimates, read Note 14, Fair value
measurement of assets and liabilities, in our 2008 Annual Report to Shareholders.
Fair value of assets and liabilities measured on a recurring basis as of March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
active markets for |
|
Significant other |
|
Significant |
|
|
|
|
identical assets |
|
observable inputs |
|
unobservable inputs |
|
|
(in millions) |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
Total |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale |
|
$ |
36.9 |
|
|
$ |
718.1 |
|
|
$ |
|
|
|
$ |
755.0 |
|
Interest rate swap contracts |
|
|
|
|
|
|
69.1 |
|
|
|
|
|
|
|
69.1 |
|
|
Total assets |
|
$ |
36.9 |
|
|
$ |
787.2 |
|
|
$ |
|
|
|
$ |
824.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
|
|
|
$ |
69.9 |
|
|
$ |
|
|
|
$ |
69.9 |
|
|
Total liabilities |
|
$ |
|
|
|
$ |
69.9 |
|
|
$ |
|
|
|
$ |
69.9 |
|
14
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Fair value of assets and liabilities measured on a nonrecurring basis as of March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
active markets for |
|
Significant other |
|
Significant |
|
|
|
|
identical assets |
|
observable inputs |
|
unobservable inputs |
|
|
(in millions) |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
Total |
Loans |
|
$ |
|
|
|
$ |
3.3 |
|
|
$ |
|
|
|
$ |
3.3 |
|
Other real estate owned |
|
$ |
|
|
|
$ |
5.9 |
|
|
$ |
|
|
|
$ |
5.9 |
|
Investment securities held to maturity |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.6 |
|
|
$ |
0.6 |
|
Roxbury Capital Management |
|
$ |
|
|
|
$ |
|
|
|
$ |
35.3 |
|
|
$ |
35.3 |
|
In the table above, loan amounts do not include charged-off loans, because we carry fully
charged-off loans at zero on our balance sheet. Also, according to SFAS No. 157, measurements for
impaired loans that are determined using a present value technique are not considered fair value
measurements under the standard and, therefore, are not included in the table above.
6. Derivative and hedging activities
We use derivative financial instruments, primarily interest rate swaps and floors, to help manage
(hedge) the effects that changes in market interest rates may have on net interest income, the fair
value of assets and liabilities, and cash flows. The derivative instruments we use are mainly
interest rate swaps and floors, which we use primarily to hedge the interest rate risk associated
with floating rate commercial loans and subordinated long-term debt. We also use interest rate
swaps to allow commercial borrowers to manage their interest rate risk. We do not hold or issue
derivative financial instruments for trading purposes. We account for derivative financial
instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended, and calculate their fair value in accordance with SFAS No. 157, as
amended.
When we enter into an interest rate swap contract with a commercial loan client, we simultaneously
enter into a mirror swap contract with a third party (counterparty). The counterparty exchanges
the clients fixed rate loan payments for floating rate loan
payments. These counterparties are large international money center banks. Our arrangements with certain of these counterparties require us to post
collateral when our swaps are in a liability position and allow us to request collateral when our swaps are in an asset position. When our derivatives
are in an asset position, we retain the credit risk associated with the potential
failure of these counterparties. At March 31, 2009, all of our
counterparty swaps were in a liability position. For our commercial loan clients, we retain the
credit risk inherent in making loans.
15
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
As of March 31, 2009, we had:
|
|
162 client swap contracts for a notional amount of $1,265.0 million and an equal amount of
mirror swap contracts with third-party financial institutions, for a total notional amount
of $2,530.0 million in swaps associated with loans to clients. |
|
|
No interest rate floor contracts. |
Under SFAS No. 133, our client swap contracts are not considered hedging instruments. We record
gains and losses associated with these contracts in our income statement as other noninterest
income. We do not offset amounts for the right to reclaim
collateral (a receivable) or the obligation to return collateral (a
payable) against fair value amounts recognized for derivative
instruments executed with the same counterparty. At March 31, 2009,
we had not recognized any receivable or payable related to the
collateral we had posted to our counterparties.
Client swap contract gain/(loss) recognized in other noninterest income
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (in millions) |
|
2009 |
|
2008 |
|
Interest
rate swap contracts in an asset position |
|
$ |
(4.6 |
) |
|
$ |
16.9 |
|
Interest
rate swap contracts in a liability position |
|
|
4.6 |
|
|
|
(16.9 |
) |
|
Total |
|
$ |
|
|
|
$ |
|
|
All of our mirror (non-client) swap derivative contracts have credit risk contingent features
that, if triggered, could require us to post collateral or make payments in full settlement of our
obligations to the third parties. These credit risk contingent features include:
|
|
Cross-default provisions: We have agreements with each of our non-client swap
derivative counterparties that contain cross-default provisions. If we were to default on
certain of our obligations, independent of our swap obligations, then we could also be
declared in default on our derivative obligations and the swap arrangement could terminate. |
|
|
Credit rating contingent features resulting in a collateral call: We have
agreements with some of our non-client swap derivative counterparties that contain provisions
which could increase the amount of collateral we are required to post if certain of the major
credit rating agencies downgrade our credit ratings. |
|
|
Credit rating contingent features resulting in swap termination: We have an
agreement with one of our non-client swap derivative counterparties that contains a provision
under which a decrease in our credit ratings to below investment grade could result in the
termination of the swap agreement by the counterparty. |
At March 31, 2009:
|
|
The aggregate fair value of all derivative instruments with credit risk-related contingent
features that were in a liability position was $69.9 million, for which we had posted
collateral of $36.8 million in cash and mortgage-related
securities in the normal course of business. |
|
|
The aggregate fair value of all derivative instruments with cross-default positions that
were in a liability position was $69.9 million. If all of our mirror swaps had terminated
on March 31, 2009, due to cross-default provisions, we could have been required to settle our
obligations under these agreements at their termination value of $72.1 million. Since $36.8
million had already been posted as collateral at March 31, 2009, this could have resulted in a
payment to our counterparties of $35.3 million. |
16
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
The aggregate fair value of all derivative instruments with a collateral call provision
related to the credit rating contingent feature that were in a liability position was $59.1
million. Additional credit rating downgrades could have resulted in a maximum potential collateral
requirement of $61.3 million, which is equal to the termination value of these swaps at March
31, 2009. Since $36.8 million had already been posted on March 31, 2009, this could have
resulted in an additional collateral posting to our counterparties of
$24.5 million. Between April 24, 2009 and April 30, 2009, we were required to post additional collateral to our counterparties as a result of
our April 24, 2009 credit rating downgrade. The additional
collateral had an aggregate fair value of $24.6 million at April 30, 2009. At April 30, 2009, our
total posted collateral had a fair value of $62.1 million. Our collateral
requirements change depending on the composition of our swap portfolio and its fair value at a given point in time. |
|
|
The derivative instrument with a contingent feature resulting in a swap termination was in
a liability position. Its fair value was $2.0 million, and no collateral had been posted. If
this swap had terminated on March 31, 2009, the credit rating contingent feature could have
required us to settle this arrangement at its termination value of $2.2 million. |
We sold all of our interest rate floor contracts in January 2008. We realized a gain of $35.5
million on the sale of these contracts, which had a notional amount of $1.00 billion. We are
reclassifying this gain from accumulated other comprehensive income to interest and fees on loans.
These monthly reclassifications began in February 2008 and will continue until July 2014. To
amortize the gain on this sale into earnings, we use the method described by the Derivatives
Implementation Group in DIG issue G20 of SFAS No. 133.
In the 2009 first quarter, we reclassified $3.5 million into income. Between April 1, 2009, and
March 31, 2010, we expect to reclassify approximately $10.7 million of pretax net gains, or
approximately $6.7 million after tax, on discontinued cash flow hedges reported in accumulated
other comprehensive income. These estimates could differ from the amounts we actually recognize if
we add other hedges.
Fair
value of derivative instruments not designated as hedging instruments
|
|
|
|
|
|
|
|
|
(in millions) |
|
At March 31, 2009 |
|
At December 31, 2008 |
|
Asset derivatives recorded in Other assets: |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
69.1 |
|
|
$ |
73.7 |
|
|
Total asset derivatives |
|
$ |
69.1 |
|
|
$ |
73.7 |
|
|
|
|
|
|
|
|
|
|
Liability derivatives recorded in Other liabilities: |
|
|
|
|
|
|
|
|
Interest rate swap contracts |
|
$ |
69.9 |
|
|
$ |
74.5 |
|
|
Total liability derivatives |
|
$ |
69.9 |
|
|
$ |
74.5 |
|
17
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Effect of interest rate floor contracts in cash flow hedging relationships on other
comprehensive income and the Statement of Income
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (in millions) |
|
2009 |
|
2008 |
Amount of gain recognized in OCI (effective portion)
|
|
$ |
|
|
|
$ |
13.5 |
|
Amount of gain reclassified from accumulated OCI into interest income (effective portion)
|
|
|
3.2 |
|
|
|
1.7 |
|
Amount of gain recognized in interest income on derivative (ineffective portion and
amount excluded from effectiveness testing)
|
|
|
|
|
|
|
For more information about our derivative and hedging activities and how we account for them, read
Note 2, Summary of significant accounting policies, and Note 15, Derivative and hedging
activities, in our 2008 Annual Report to Shareholders. For more information about fair values of
derivatives, read Note 5, Fair value measurement of assets and liabilities, in this report, as
well as Note 14, Fair value measurement of assets and liabilities, in our 2008 Annual Report to
Shareholders.
7. Reserve for loan losses
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
|
Months Ended |
|
|
|
March 31, |
|
Changes
in the Reserve for Loan Losses |
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Reserve for loan losses at beginning of period |
|
$ |
157.1 |
|
|
$ |
101.1 |
|
Loans charged off: |
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
(7.6 |
) |
|
|
(0.7 |
) |
Commercial real estate construction |
|
|
(2.4 |
) |
|
|
(0.3 |
) |
Commercial mortgage |
|
|
(0.3 |
) |
|
|
|
|
Consumer and other retail |
|
|
(12.8 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
|
Total loans charged off |
|
$ |
(23.1 |
) |
|
$ |
(6.4 |
) |
Recoveries on loans previously charged off: |
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
0.2 |
|
|
|
0.1 |
|
Consumer and other retail |
|
|
1.7 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
Total recoveries |
|
$ |
1.9 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
Net loans charged off |
|
$ |
(21.2 |
) |
|
$ |
(4.7 |
) |
Transfers from/(to) reserve for lending commitments |
|
|
1.6 |
|
|
|
|
|
Provision charged to operations |
|
|
29.5 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
Reserve for loan losses at end of period |
|
$ |
167.0 |
|
|
$ |
106.4 |
|
|
|
|
|
|
|
|
|
|
Reserve for lending commitments in other liabilities1 |
|
$ |
5.5 |
|
|
$ |
|
|
|
|
|
1 |
|
The reserve for lending commitments was transferred to other liabilities as of
December 31, 2008. Prior periods were not
reclassified. |
8. Goodwill and other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2009 |
|
|
At December 31, 2008 |
|
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
Goodwill
and Other Intangible Assets |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
Goodwill (nonamortizing) |
|
$ |
385.1 |
|
|
$ |
29.8 |
|
|
$ |
355.3 |
|
|
$ |
385.4 |
|
|
$ |
29.8 |
|
|
$ |
355.6 |
|
Other intangibles (amortizing): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
$ |
10.3 |
|
|
$ |
8.1 |
|
|
$ |
2.2 |
|
|
$ |
9.7 |
|
|
$ |
8.0 |
|
|
$ |
1.7 |
|
Client lists |
|
|
73.1 |
|
|
|
30.9 |
|
|
|
42.2 |
|
|
|
73.2 |
|
|
|
28.4 |
|
|
|
44.8 |
|
Acquisition costs |
|
|
1.7 |
|
|
|
1.7 |
|
|
|
|
|
|
|
1.7 |
|
|
|
1.7 |
|
|
|
|
|
Other intangibles |
|
|
2.0 |
|
|
|
1.5 |
|
|
|
0.5 |
|
|
|
2.0 |
|
|
|
1.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangibles |
|
$ |
87.1 |
|
|
$ |
42.2 |
|
|
$ |
44.9 |
|
|
$ |
86.6 |
|
|
$ |
39.6 |
|
|
$ |
47.0 |
|
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
Months Ended |
|
|
March 31, |
Amortization
Expense of Other Intangible Assets |
|
2009 |
|
2008 |
|
|
(in millions) |
Amortization expense of other intangible assets |
|
$ |
2.6 |
|
|
$ |
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future
Amortization Expense of Other Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
for the
Year Ended December 31 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
|
(in millions) |
Estimated annual amortization
expense of other intangibles |
|
$ |
8.1 |
|
|
$ |
6.8 |
|
|
$ |
5.6 |
|
|
$ |
4.4 |
|
|
$ |
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
Carrying
Amount of Goodwill by Business Segment |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Total |
|
|
|
(in millions) |
|
Balance as of January 1, 2009 |
|
$ |
3.8 |
|
|
$ |
125.7 |
|
|
$ |
83.2 |
|
|
$ |
142.9 |
|
|
$ |
355.6 |
|
Decrease in carrying value due to foreign
currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2009 |
|
$ |
3.8 |
|
|
$ |
125.7 |
|
|
$ |
82.9 |
|
|
$ |
142.9 |
|
|
$ |
355.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
Changes
in Other Intangible Assets |
|
Amount |
|
|
Residual |
|
|
Amortization |
|
|
Amount |
|
|
Residual |
|
|
Amortization |
|
for the Three Months Ended March 31 |
|
Assigned |
|
|
Value |
|
|
Period |
|
|
Assigned |
|
|
Value |
|
|
Period |
|
|
|
(in millions) |
|
Mortgage servicing rights |
|
$ |
0.6 |
|
|
$ |
|
|
|
8 years |
|
$ |
0.2 |
|
|
$ |
|
|
|
8 years |
Decrease in
carrying value due to foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency translation
adjustments |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in other intangible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets |
|
$ |
0.5 |
|
|
$ |
|
|
|
|
|
|
|
$ |
0.2 |
|
|
$ |
|
|
|
|
|
|
For more information about goodwill and other intangible assets, read Note 2, Summary of
significant accounting policies, and Note 10, Goodwill and other intangible assets, in our 2008
Annual Report to Shareholders.
18
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
9. Components of net periodic benefit cost
We offer a pension plan, a supplemental executive retirement plan (SERP), and a postretirement
benefit plan for which we record net periodic benefit costs. For more information about these
plans, read Note 18, Pension and other postretirement benefits, in our 2008 Annual Report to
Shareholders.
Components of net periodic benefit cost for the three months ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
Pension Benefits |
|
|
SERP Benefits |
|
|
Benefits |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3.0 |
|
|
$ |
2.4 |
|
|
$ |
0.3 |
|
|
$ |
0.2 |
|
|
$ |
0.1 |
|
|
$ |
0.3 |
|
Interest cost |
|
|
3.3 |
|
|
|
3.1 |
|
|
|
0.5 |
|
|
|
0.4 |
|
|
|
0.5 |
|
|
|
0.6 |
|
Expected return on plan assets |
|
|
(4.7 |
) |
|
|
(4.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
(0.5 |
) |
|
|
(0.1 |
) |
Recognized actuarial losses |
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
2.1 |
|
|
$ |
1.1 |
|
|
$ |
1.1 |
|
|
$ |
0.8 |
|
|
$ |
0.3 |
|
|
$ |
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.7 |
|
|
$ |
0.7 |
|
Expected annual contribution |
|
$ |
|
|
|
|
|
|
|
$ |
0.6 |
|
|
|
|
|
|
$ |
3.0 |
|
|
|
|
|
10. Investment securities
We maintain an investment securities portfolio to generate cash flow, to help manage interest rate
risk, and to provide collateral for deposits and other liabilities. We do not invest in securities
for trading purposes. There are no client funds in this portfolio. For more information about
this portfolio, read Note 6, Investment securities, in our 2008 Annual Report to Shareholders.
Numerous factors affect the valuations at which we record these securities on our balance sheet,
including market interest rates, credit spreads, and investor perceptions. We review the
securities in our investment portfolio at least quarterly in order to determine their fair value,
which can be equal to, more than, or less than their book value (amortized cost). To determine a
securitys fair value, we use a variety of techniques and consult with third-party valuation
experts. For more information about the key determinants of a securitys fair value, read Note 14,
Fair value measurement of assets and liabilities, in our 2008 Annual Report to Shareholders.
We classify investment securities in one of two categories:
1. |
|
Available-for-sale (AFS). This means we have the ability to hold the security, but we may
elect to sell it, depending on our needs. |
2. |
|
Held-to-maturity (HTM). This means we have not only the ability, but also the intent, to
retain the security on our books until it matures. |
AFS securities are carried at their estimated fair value. When the fair value of an AFS security
exceeds its book value, we record an unrealized gain as a change in stockholders equity through
accumulated other comprehensive income. This increases stockholders equity. It does not affect
earnings.
HTM securities are carried at their amortized cost. When the fair value of an HTM security exceeds
its book value, we report the amount of its increase in value in a footnote disclosure, not as a
change in stockholders equity. There is no effect to our financial statements or earnings.
19
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
When a securitys fair value falls below its book value, the security is considered impaired, and
we must account for it in one of two ways:
1. |
|
As temporarily impaired. |
|
2. |
|
As other-than-temporarily impaired (OTTI). |
To
determine whether a security is OTTI, we consider factors that
include:
|
|
The causes of the decline in fair value, such as credit problems, interest rate
fluctuations, industry conditions, or market volatility. |
|
|
The severity and duration of the decline in fair value below the amortized cost
basis. |
|
|
Failure of the issuer to make scheduled interest or principal payments. |
|
|
Changes to the rating of the security by credit rating agencies. |
|
|
Our ability and intent to hold these investments until they
recover in value, mature, or are called. |
For more information about how we account for investment securities, read Note 5, Fair value
measurement of assets and liabilities, in this report, as well as Note 2, Summary of significant
accounting policies, Note 14, Fair value measurement of assets and liabilities, and Note 21,
Accumulated other comprehensive income, in our 2008 Annual Report to Shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
December 31, 2008 |
|
|
Amortized |
|
Fair |
|
Amortized |
|
Fair |
Book Values (Amortized Cost) and Fair Values |
|
Cost |
|
Value |
|
Cost |
|
Value |
|
|
(in millions) |
Investment securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
23.2 |
|
|
$ |
23.3 |
|
|
$ |
41.2 |
|
|
$ |
41.4 |
|
Government agency securities |
|
|
361.7 |
|
|
|
365.1 |
|
|
|
453.9 |
|
|
|
463.0 |
|
Obligations of state and political subdivisions |
|
|
6.1 |
|
|
|
6.1 |
|
|
|
6.3 |
|
|
|
6.2 |
|
Mortgage-backed debt securities |
|
|
315.4 |
|
|
|
322.8 |
|
|
|
649.6 |
|
|
|
660.3 |
|
Preferred stock |
|
|
20.5 |
|
|
|
15.1 |
|
|
|
20.5 |
|
|
|
17.1 |
|
Other marketable equity securities |
|
|
22.6 |
|
|
|
22.6 |
|
|
|
26.3 |
|
|
|
22.7 |
|
|
|
|
Total |
|
$ |
749.5 |
|
|
$ |
755.0 |
|
|
$ |
1,197.8 |
|
|
$ |
1,210.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions |
|
$ |
0.6 |
|
|
$ |
0.6 |
|
|
$ |
0.7 |
|
|
$ |
0.7 |
|
Mortgage-backed debt securities |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
Corporate debt securities |
|
|
159.4 |
|
|
|
115.8 |
|
|
|
160.2 |
|
|
|
116.8 |
|
Foreign securities |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Other debt securities |
|
|
0.9 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
|
Total |
|
$ |
161.4 |
|
|
$ |
117.8 |
|
|
$ |
162.6 |
|
|
$ |
119.2 |
|
|
|
|
March 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Unrealized |
|
Unrealized Gains/(Losses) |
|
Gains |
|
|
Losses |
|
|
Gains |
|
|
Losses |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Investment securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
0.2 |
|
|
$ |
|
|
Government agency securities |
|
|
3.4 |
|
|
|
|
|
|
|
9.1 |
|
|
|
|
|
Obligations of state and political subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
Mortgage-backed debt securities |
|
|
7.6 |
|
|
|
(0.2 |
) |
|
|
11.5 |
|
|
|
(0.8 |
) |
Preferred stock |
|
|
|
|
|
|
(5.4 |
) |
|
|
0.4 |
|
|
|
(3.8 |
) |
Other marketable equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11.1 |
|
|
$ |
(5.6 |
) |
|
$ |
21.2 |
|
|
$ |
(8.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
4.4 |
|
|
$ |
(48.0 |
) |
|
$ |
|
|
|
$ |
(43.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4.4 |
|
|
$ |
(48.0 |
) |
|
$ |
|
|
|
$ |
(43.4 |
) |
20
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Temporarily impaired securities
When we classify a security as temporarily impaired, it means we believe the securitys valuation
decline (impairment) is a function of short-term market forces, not any underlying credit problems.
When a security is determined to be temporarily impaired and there is an associated unrealized
loss, its accounting treatment depends on whether it is classified as AFS or HTM.
For temporarily impaired AFS securities, we are required to:
|
|
Report the amount of the impairment as an unrealized loss. |
|
|
Record the unrealized loss as a change in stockholders equity through accumulated other
comprehensive income. |
This reduces stockholders equity. It does not affect earnings.
For temporarily impaired HTM securities, we are required to:
|
|
Disclose the amount of the decline in fair value. |
|
|
Make that disclosure in a footnote, not as a change in stockholders equity. |
There is no effect to our financial statements or earnings.
In the 2009 first quarter, continued uncertainty and volatility in the financial markets caused a)
fair value estimates for some of our temporarily impaired securities to decrease and b) the
associated estimated unrealized losses to increase. We believe these changes were due mainly to
liquidity problems in the financial markets, not deterioration in the creditworthiness of the
securities issuers.
Temporarily impaired securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fewer Than 12 Months |
|
|
12 Months or more |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
Temporarily Impaired Securities at |
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
March 31, 2009 |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
|
(in millions) |
|
U.S. Treasury securities |
|
$ |
0.7 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.7 |
|
|
$ |
|
|
Government agency securities |
|
|
55.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55.5 |
|
|
|
|
|
Obligations of state and
political subdivisions |
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.3 |
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
17.1 |
|
|
|
(0.2 |
) |
|
|
17.1 |
|
|
|
(0.2 |
) |
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
87.9 |
|
|
|
(47.4 |
) |
|
|
87.9 |
|
|
|
(47.4 |
) |
Preferred stock |
|
|
3.6 |
|
|
|
(0.2 |
) |
|
|
8.5 |
|
|
|
(5.2 |
) |
|
|
12.1 |
|
|
|
(5.4 |
) |
Other marketable equity securities |
|
|
9.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities |
|
$ |
74.4 |
|
|
$ |
(0.2 |
) |
|
$ |
113.5 |
|
|
$ |
(52.8 |
) |
|
$ |
187.9 |
|
|
$ |
(53.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fewer Than 12 Months |
|
|
12 Months or more |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
Temporarily Impaired Securities at |
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
December 31, 2008 |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
|
(in millions) |
|
Obligations of state and political
subdivisions |
|
$ |
5.5 |
|
|
$ |
(0.1 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
5.5 |
|
|
$ |
(0.1 |
) |
Mortgage-backed securities |
|
|
20.8 |
|
|
|
|
|
|
|
39.5 |
|
|
|
(0.8 |
) |
|
|
60.3 |
|
|
|
(0.8 |
) |
Corporate debt securities |
|
|
|
|
|
|
|
|
|
|
84.1 |
|
|
|
(43.4 |
) |
|
|
84.1 |
|
|
|
(43.4 |
) |
Preferred stock |
|
|
|
|
|
|
|
|
|
|
10.8 |
|
|
|
(3.8 |
) |
|
|
10.8 |
|
|
|
(3.8 |
) |
Other marketable equity securities |
|
|
13.6 |
|
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
|
13.6 |
|
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities |
|
$ |
39.9 |
|
|
$ |
(3.7 |
) |
|
$ |
134.4 |
|
|
$ |
(48.0 |
) |
|
$ |
174.3 |
|
|
$ |
(51.7 |
) |
We retain temporarily impaired securities because we know when they will mature, they generate
expected cash flows, and we have the ability to hold them until they recover in value or mature, at
which point their fair values equal their book values. While we have determined these unrealized
losses to be temporary, a sustained and prolonged downturn in the financial markets could cause us
to reassess our determination.
21
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Other-than-temporarily impaired securities (OTTI)
Due to continued stress in the financial markets, the estimated fair value of some of the
securities in our portfolio declined. At March 31, 2009, some of these declines were determined to
be OTTI under U.S. generally accepted accounting principles, which required us to record a $4.5
million write-down for the quarter ended March 31, 2009. The OTTI securities consisted of:
|
|
Mutual fund investments which are recorded on the balance sheet as Other securities in
the AFS portfolio and accounted for $3.9 million of the write-down. |
|
|
One pooled trust-preferred security which accounted for $0.6 million of the write-down. |
Trust-preferred securities (TruPS)
We record TruPS on our balance sheet as corporate debt securities. At March 31, 2009:
|
|
Our TruPS portfolio consisted of 38 pooled issues and 9 single-issue securities. The
single-issue TruPS are from money center and large regional banks. The pooled instruments
include securities issued by banks, insurance companies, and other financial institutions.
Our positions in pooled TruPS are generally secured by over-collateralization or default
protections provided by subordinated tranches. |
|
|
All of our TruPS were classified as HTM securities. |
|
|
One of our pooled TruPS was OTTI at March 31, 2009. This was in addition to the 14 pooled
TruPS that were determined to be OTTI at December 31, 2008. |
TruPS valuation requires substantial judgment and estimation of factors that are not currently
observable in the market, given the illiquidity of these securities. Because of market conditions
and other factors, it is possible that, in future reporting periods, we could deem more of our
TruPS to be OTTI. Such a determination would require us to write down their value and incur a
non-cash OTTI charge in the amount of the decrease in valuation.
Amortized cost and estimated fair value of TruPS portfolio
|
|
|
|
|
|
|
|
|
(in millions) |
|
At March 31, 2009 |
|
At December 31, 2008 |
Amortized cost |
|
$ |
159.4 |
|
|
$ |
160.2 |
|
Estimated fair value |
|
$ |
115.8 |
|
|
$ |
116.8 |
|
TruPS
in Wilmington Trusts portfolio as rated by Fitch Ratings as of April 8, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Plus |
|
|
|
Number of |
|
|
Fair |
|
|
Amortized |
|
|
Unrealized |
|
At March 31, 2009 |
|
Holdings |
|
|
Value |
|
|
Cost |
|
|
Losses |
|
|
|
|
|
|
|
(Dollars in millions) |
|
Pooled TruPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA |
|
|
3 |
|
|
$ |
9.8 |
|
|
$ |
9.6 |
|
|
$ |
14.6 |
|
AA |
|
|
1 |
|
|
|
2.9 |
|
|
|
2.6 |
|
|
|
4.7 |
|
A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBB |
|
|
1 |
|
|
|
1.6 |
|
|
|
0.8 |
|
|
|
0.8 |
|
Below investment grade |
|
|
33 |
|
|
|
64.7 |
|
|
|
89.2 |
|
|
|
136.6 |
|
Not rated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pooled TruPS |
|
|
38 |
|
|
$ |
79.0 |
|
|
$ |
102.2 |
|
|
$ |
156.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single-issue TruPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
AA |
|
|
1 |
|
|
|
6.0 |
|
|
|
8.8 |
|
|
|
11.4 |
|
A |
|
|
3 |
|
|
|
13.1 |
|
|
|
23.3 |
|
|
|
26.7 |
|
BBB |
|
|
3 |
|
|
|
13.4 |
|
|
|
16.6 |
|
|
|
19.3 |
|
Below investment grade |
|
|
2 |
|
|
|
4.3 |
|
|
|
8.5 |
|
|
|
10.7 |
|
Not rated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total single-issue TruPS |
|
|
9 |
|
|
$ |
36.8 |
|
|
$ |
57.2 |
|
|
$ |
68.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TruPS |
|
|
47 |
|
|
$ |
115.8 |
|
|
$ |
159.4 |
|
|
$ |
224.8 |
|
Total investment securities portfolio |
|
|
|
|
|
$ |
872.8 |
|
|
$ |
910.9 |
|
|
$ |
987.4 |
|
TruPS
in Wilmington Trusts portfolio as rated by Moodys
Investors Service as of March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Plus |
|
|
|
Number of |
|
|
Fair |
|
|
Amortized |
|
|
Unrealized |
|
At March 31, 2009 |
|
Holdings |
|
|
Value |
|
|
Cost |
|
|
Losses |
|
Pooled TruPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
1 |
|
|
$ |
2.3 |
|
|
$ |
2.5 |
|
|
$ |
2.9 |
|
Aa |
|
|
3 |
|
|
|
10.4 |
|
|
|
9.8 |
|
|
|
16.5 |
|
A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Baa |
|
|
2 |
|
|
|
2.8 |
|
|
|
2.6 |
|
|
|
4.7 |
|
Below investment grade |
|
|
32 |
|
|
|
63.5 |
|
|
|
87.3 |
|
|
|
132.6 |
|
Not rated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pooled TruPS |
|
|
38 |
|
|
$ |
79.0 |
|
|
$ |
102.2 |
|
|
$ |
156.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single-issue TruPS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Aa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
6 |
|
|
|
29.9 |
|
|
|
44.8 |
|
|
|
52.7 |
|
Baa |
|
|
2 |
|
|
|
4.3 |
|
|
|
8.5 |
|
|
|
10.6 |
|
Below investment grade |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not rated |
|
|
1 |
|
|
|
2.6 |
|
|
|
3.9 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total single-issue TruPS |
|
|
9 |
|
|
$ |
36.8 |
|
|
$ |
57.2 |
|
|
$ |
68.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TruPS |
|
|
47 |
|
|
$ |
115.8 |
|
|
$ |
159.4 |
|
|
$ |
224.8 |
|
Total investment securities portfolio |
|
|
|
|
|
$ |
872.8 |
|
|
$ |
910.9 |
|
|
$ |
987.4 |
|
22
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Other matters
At March 31, 2009, securities with an aggregate book value of $769.6 million were pledged to secure
public deposits, short-term borrowings, demand notes issued to the U.S. Treasury, FHLB borrowings,
repurchase agreements, and interest rate swap agreements, and for other purposes required by law.
We had investments in the securities of regulatory authorities that totaled $25.0 million at March
31, 2009, and $20.0 million at December 31, 2008. These securities are carried at cost.
Sale and write-down of investment securities available for sale
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
Ended March 31, |
|
Sale and write-down of AFS investment securities |
|
2009 |
|
2008 |
|
|
(in millions) |
Proceeds |
|
$ |
404.8 |
|
|
$ |
10.2 |
|
Gross gains realized |
|
$ |
12.3 |
|
|
$ |
|
|
Gross losses realized |
|
$ |
|
|
|
$ |
|
|
OTTI charges |
|
$ |
(3.9 |
) |
|
$ |
|
|
11. Borrowings
Our short-term borrowings consist of federal funds purchased, securities sold under agreements to
repurchase, U.S. Treasury demand notes, a line of credit, and other debt. Our long-term borrowings
consist of an advance from the Federal Home Loan Bank of Pittsburgh (FHLB) and two issuances of
long-term subordinated debt.
We have a $50.0 million line of credit with a major unaffiliated U.S. financial institution. At
March 31, 2009, the outstanding balance on this line of credit was zero.
Our credit agreement with this institution contains covenants that require us to maintain certain
financial ratios. As of March 31, 2009, we were in compliance with all required covenants.
The long-term debt of $469.3 million on our balance sheet at March 31, 2009, included:
|
|
$28.0 million in FHLB advances; |
|
|
$(7.4) million of unamortized losses related to terminated interest rate swaps on long-term
debt; |
|
|
$(0.2) million of unamortized discounts on the $250.0 million of subordinated long-term
debt that matures on April 15, 2013; and |
|
|
$(1.1) million of unamortized discounts on the $200.0 million of subordinated long-term
debt that matures on April 2, 2018. |
Subordinated long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount issued and |
|
|
|
|
|
|
|
|
|
|
|
|
outstanding |
|
|
|
|
|
Semiannual |
|
Fixed payment |
|
|
Issue date |
|
(in millions) |
|
Term |
|
payment dates |
|
rates |
|
Maturity |
April 4, 2003 |
|
$ |
250.0 |
|
|
10 years |
|
April 15 and October 15 |
|
4.875% |
|
April 15, 2013 |
April 1, 2008 |
|
$ |
200.0 |
|
|
10 years |
|
April 1 and October 1 |
|
|
8.50 |
% |
|
April 2, 2018 |
23
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
None of our long-term debt is redeemable prior to maturity or subject to any sinking fund.
For more
information on our borrowings, read Note 12, Borrowings, in our 2008 Annual Report to
Shareholders.
12. Income taxes
Income tax expense was lower for the 2009 first quarter than for the year-ago first quarter because
pre-tax income was lower. The effective tax rate was lower for the
2009 first quarter due to state rate changes and a prior period
payable adjustment.
Income taxes and tax rate
|
|
|
|
|
|
|
|
|
For the three months ended March 31 (dollars in millions) |
|
2009 |
|
2008 |
|
Pre-tax income (less noncontrolling interest) |
|
$ |
33.0 |
|
|
$ |
64.1 |
|
Income tax expense |
|
$ |
11.2 |
|
|
$ |
22.7 |
|
Effective tax rate |
|
|
33.94 |
% |
|
|
35.41 |
% |
Under FIN 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.
109, we recognize interest and penalties related to uncertain tax positions as income tax expense.
We have reviewed and, where necessary, accrued for tax liabilities for periods open to
examination.
We file income tax returns in more than 30 tax jurisdictions. In some of these jurisdictions, we
file returns for multiple legal entities. Generally, we are subject to examination in these
jurisdictions for three to six years (open tax years). As of March 31, 2009, there were no
material changes regarding uncertain tax positions. No open statutes of limitations have been
extended materially in any of our significant locations. We are currently under IRS examination
for the tax year 2006. The tax years 2005, 2007, and 2008 remain open to examination by the IRS.
We periodically are under examination by various state and local tax authorities.
For more information about our income taxes, read Note 20, Income taxes, in our 2008 Annual
Report to Shareholders.
13. Segment reporting
We report business segment results for four segments: one for each of our three core businesses
Regional Banking, Wealth Advisory Services (WAS), and Corporate Client Services (CCS) and one
that combines the results of affiliate money managers Cramer Rosenthal McGlynn (CRM) and Roxbury
Capital Management (RCM).
24
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Our business segment accounting policies are the same as those described in Note 2, Summary of
significant accounting policies, in our 2008 Annual Report to Shareholders. Our business segment
disclosures mirror the internal profitability reports we produce and review each quarter. We
report segment assets on an average-balance basis, because we believe average balances offer a more
relevant measure of business trends than period-end balances; we maintain and review all internal
segment data on an average-balance basis; and we base some expense allocations on an
average-balance basis. We have adjusted segment data for prior periods due to changes in reporting
methodology and/or organizational structure.
For more information about our business segments, read Item 2 in Part I of this report, as well as
Note 1, Nature of business, Note 4, Affiliates and acquisitions, and Note 23, Segment
reporting, in our 2008 Annual Report to Shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
For the Three Months Ended March 31, 2009 |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Totals |
|
|
|
(In millions) |
|
Net interest income |
|
$ |
72.0 |
|
|
$ |
6.3 |
|
|
$ |
1.4 |
|
|
$ |
(1.2 |
) |
|
$ |
78.5 |
|
Provision for loan losses |
|
|
(24.8 |
) |
|
|
(4.7 |
) |
|
|
|
|
|
|
|
|
|
|
(29.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision |
|
|
47.2 |
|
|
|
1.6 |
|
|
|
1.4 |
|
|
|
(1.2 |
) |
|
|
49.0 |
|
Total advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
0.6 |
|
|
|
47.3 |
|
|
|
1.8 |
|
|
|
|
|
|
|
49.7 |
|
Corporate Client Services |
|
|
0.4 |
|
|
|
|
|
|
|
39.0 |
|
|
|
|
|
|
|
39.4 |
|
Affiliate Money Managers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees |
|
|
1.0 |
|
|
|
47.3 |
|
|
|
40.8 |
|
|
|
2.2 |
|
|
|
91.3 |
|
Amortization of affiliate intangibles |
|
|
|
|
|
|
(1.0 |
) |
|
|
(1.1 |
) |
|
|
(0.2 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees after amortization of affiliate
intangibles |
|
|
1.0 |
|
|
|
46.3 |
|
|
|
39.7 |
|
|
|
2.0 |
|
|
|
89.0 |
|
Other noninterest income |
|
|
12.8 |
|
|
|
0.8 |
|
|
|
0.5 |
|
|
|
|
|
|
|
14.1 |
|
Securities gains/(losses) |
|
|
11.4 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
12.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest and noninterest income |
|
|
72.4 |
|
|
|
49.0 |
|
|
|
42.0 |
|
|
|
0.8 |
|
|
|
164.2 |
|
Noninterest expense |
|
|
(42.4 |
) |
|
|
(45.1 |
) |
|
|
(38.0 |
) |
|
|
(1.1 |
) |
|
|
(126.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit before income taxes |
|
|
30.0 |
|
|
|
3.9 |
|
|
|
4.0 |
|
|
|
(0.3 |
) |
|
|
37.6 |
|
Applicable income taxes and minority interest |
|
|
10.9 |
|
|
|
1.3 |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating net income/(loss) |
|
$ |
19.1 |
|
|
$ |
2.6 |
|
|
$ |
3.9 |
|
|
$ |
(0.2 |
) |
|
$ |
25.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities impairment charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.5 |
) |
Applicable income taxes for impairment
charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
3.2 |
|
|
$ |
2.7 |
|
|
$ |
2.3 |
|
|
$ |
0.2 |
|
|
$ |
8.4 |
|
Investment in equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160.2 |
|
|
|
160.2 |
|
Segment average assets |
|
|
9,958.6 |
|
|
|
1,512.6 |
|
|
|
489.7 |
|
|
|
158.7 |
|
|
|
12,119.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
|
|
Corporate |
|
|
Affiliate |
|
|
|
|
|
|
Regional |
|
|
Advisory |
|
|
Client |
|
|
Money |
|
|
|
|
For the Three Months Ended March 31, 2008 |
|
Banking |
|
|
Services |
|
|
Services |
|
|
Managers |
|
|
Totals |
|
|
|
(In millions) |
|
Net interest income |
|
$ |
80.3 |
|
|
$ |
6.0 |
|
|
$ |
3.0 |
|
|
$ |
(2.4 |
) |
|
$ |
86.9 |
|
Provision for loan losses |
|
|
(9.3 |
) |
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
(10.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision |
|
|
71.0 |
|
|
|
5.3 |
|
|
|
3.0 |
|
|
|
(2.4 |
) |
|
|
76.9 |
|
Total advisory fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth Advisory Services |
|
|
0.7 |
|
|
|
52.9 |
|
|
|
2.1 |
|
|
|
|
|
|
|
55.7 |
|
Corporate Client Services |
|
|
0.4 |
|
|
|
|
|
|
|
25.6 |
|
|
|
|
|
|
|
26.0 |
|
Affiliate Money Managers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees |
|
|
1.1 |
|
|
|
52.9 |
|
|
|
27.7 |
|
|
|
4.3 |
|
|
|
86.0 |
|
Amortization of affiliate intangibles |
|
|
|
|
|
|
(0.8 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees after amortization of affiliate
intangibles |
|
|
1.1 |
|
|
|
52.1 |
|
|
|
27.5 |
|
|
|
4.1 |
|
|
|
84.8 |
|
Other noninterest income |
|
|
16.8 |
|
|
|
0.8 |
|
|
|
0.4 |
|
|
|
|
|
|
|
18.0 |
|
Securities losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest and noninterest income |
|
|
88.9 |
|
|
|
58.2 |
|
|
|
30.9 |
|
|
|
1.7 |
|
|
|
179.7 |
|
Noninterest expense |
|
|
(41.5 |
) |
|
|
(50.8 |
) |
|
|
(23.2 |
) |
|
|
|
|
|
|
(115.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit before income taxes |
|
|
47.4 |
|
|
|
7.4 |
|
|
|
7.7 |
|
|
|
1.7 |
|
|
|
64.2 |
|
Applicable income taxes and minority interest |
|
|
16.9 |
|
|
|
2.7 |
|
|
|
2.5 |
|
|
|
0.7 |
|
|
|
22.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net income |
|
$ |
30.5 |
|
|
$ |
4.7 |
|
|
$ |
5.2 |
|
|
$ |
1.0 |
|
|
$ |
41.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
3.1 |
|
|
$ |
2.3 |
|
|
$ |
1.3 |
|
|
$ |
0.2 |
|
|
$ |
6.9 |
|
Investment in equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
215.4 |
|
|
|
215.4 |
|
Segment average assets |
|
|
9,480.2 |
|
|
|
1,451.7 |
|
|
|
215.1 |
|
|
|
216.2 |
|
|
|
11,363.2 |
|
25
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
14. Accounting pronouncements
The recent accounting pronouncements listed in this Note may affect our financial condition and
results of operations.
FSP FAS No. 132(revised)-1. In December 2008, FASB issued FSP FAS No. 132(revised)-1,
Employers Disclosures about Postretirement Benefit Plan Assets. FSP FAS No. 132(revised)-1
amends SFAS 132(revised), Employers Disclosures about Pensions and Other Postretirement
Benefits, to require more detailed disclosures about employers defined benefit plan and other
postretirement plan assets, including employers investment policies and strategies, major
categories of plan assets, concentration of risk within plan assets, and valuation techniques used
to measure the fair value of plan assets. FSP FAS No. 132(revised)-1 will not change the
accounting for postretirement benefit plan assets. FSP FAS No. 132(revised)-1 will be effective
for us for the fiscal year ending December 31, 2009.
FSP FAS 141(revised)-1. In April 2009, FASB issued FSP FAS 141(revised)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise From Contingencies. FSP FAS
141(revised)-1 amends SFAS 141(revised), Business Combinations, to require that assets acquired
and liabilities assumed in a business combination that arise from contingencies be recognized at
fair value on the acquisition date if that fair value can be determined. If the fair value cannot
be determined, the acquirer should follow the recognition criteria in SFAS 5, Accounting for
Contingencies, and its related interpretations. FSP FAS 141(revised)-1 also amends SFAS
141(revised)s disclosure requirements by requiring disclosure of the nature of the contingencies
and the amounts recognized at the acquisition date and the measurement basis applied. FSP FAS
141(revised)-1 was effective upon issuance and will impact our accounting for business combinations
on a prospective basis.
FSP FAS 157-4. In April 2009, FASB issued FSP FAS 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly. Among other things, FSP FAS 157-4 states that, when determining
the fair value of an asset or liability that is not a Level 1 fair value measurement, an entity
should assess whether the volume and level of activity for the asset or liability have decreased
significantly when compared to normal market conditions. If the entity concludes that there has
been a significant decrease in activity, the FSP indicates that a quoted price may not be
indicative of an orderly transaction under current market conditions and may require significant
adjustment or a change in valuation technique e.g., from a market-based approach to an income
approach or to a combination of both. The FSP also states that an entity cannot conclude that a
quoted market price is not orderly simply based on an observation that the volume and level of
activity for the asset or liability has declined significantly. The entity must instead perform an
analysis to determine whether the quoted price is representative of a transaction that is not
orderly. The FSP provides guidance for entities when performing that analysis. The FSP also
requires additional disclosures related to fair value in both interim and annual periods. FSP FAS
157-4 is effective for our quarter ending June 30, 2009. We do not expect its adoption to affect
our financial statements materially.
FSP FAS 115-2 and FAS 124-2. In April 2009, FASB issued FSP FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments. FSP FAS 115-2 and FAS 124-2 applies only to
debt securities and, when determining that there is no OTTI, eliminates the previous requirement
that an entity assert its intent and ability to hold an investment until its forecasted recovery.
Instead, the entity will recognize OTTI when 1) the entity intends to sell the security, 2) it is
more likely than not that it will be required to sell the security before recovery, or 3) it does
not expect to recover the entire amortized cost basis of the security. Additionally, the FSP
changes the presentation of OTTI in the income statement for securities that have a credit
impairment component, by requiring that only the losses due to credit deterioration be recorded in
earnings. All other amounts of OTTI are recorded in other comprehensive income. FSP FAS 115-2 and
FAS 124-2 is effective for our quarter ending June 30, 2009. We are currently assessing the impact
that the adoption of this standard will have on our financial statements.
FSP FAS 107-1 and APB 28-1. In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, Interim
Disclosures About Fair Value of Financial Instruments. FSP FAS 107-1 and APB 28-1 expands the fair
value disclosures required for financial instruments to interim periods. The FSP also requires
entities to disclose the methods and significant assumptions used to estimate the fair value of
financial instruments in financial statements on an interim basis and to highlight any changes in
the methods and significant assumptions from prior periods. FSP FAS 107-1 and APB 28-1 is effective
for our quarter ending June 30, 2009. Its adoption will not affect our financial statements, but
will impact the disclosures we make on an interim basis.
26
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANLYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPANY OVERVIEW
Wilmington Trust Corporation is (we are) a Delaware corporation and a financial holding company
under the Bank Holding Company Act. Our primary wholly owned subsidiary, Wilmington Trust Company,
was founded in 1903.
We are a relationship management company that helps clients increase and preserve their wealth. We
do this through a variety of deposit-taking, lending, fiduciary, trustee, financial planning,
investment consulting, asset management, insurance, broker-dealer, and administrative services.
Our mission is to help our clients succeed. Our driving force is sustainable earnings growth and
consistent profitability with low volatility. Our strategy is to deliver consistent results by
investing in businesses that have the most potential for long-term growth or high operating profit
margins; being the market leader in each of our businesses; and increasing profitability without
compromising our overall risk profile.
We deliver our services through three businesses: Regional Banking, Corporate Client Services, and
Wealth Advisory Services. Separately, each of these businesses provides different kinds of
services, has a different geographic scope, and targets specific kinds of clients. Collectively,
these three businesses generate a diversified mix of revenue that helps us produce consistent
results across changing economic cycles.
Regional Banking
Our Regional Banking activities are concentrated in the mid-Atlantic region of the United States.
We define this area as the state of Delaware and the parts of Maryland, New Jersey, and
Pennsylvania that are within approximately 150 miles of our Wilmington headquarters.
We target commercial banking services to middle-market business owners throughout the mid-Atlantic
region. We define this market as businesses that are family-owned or closely held, with annual
sales of up to $250 million. We serve this market with teams of wealth advisors and commercial
bankers. Many of our commercial banking clients are also clients of our Wealth Advisory Services
business.
Most of our commercial banking business comes from areas adjacent to the I-95 corridor between
Princeton, New Jersey, and Baltimore, Maryland. Most of our commercial loans have floating rates,
are secured by the borrowers assets, and are supported by personal guarantees.
27
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
We focus our consumer lending, residential mortgage lending, and core deposit-gathering activities
in the state of Delaware, where we have 48 branch offices.
We are the leading commercial and consumer bank in Delaware. According to the Federal Deposit
Insurance Corporations 2008 Market Share Report and other regulatory reports, we had higher loan
balances, higher core deposit balances, and more branch offices than any other full-service
financial institution in Delaware.
We prefer to originate loans ourselves, rather than purchase loans from brokers or other banks.
This helps ensure that our underwriting standards are applied consistently throughout the
portfolio. In general, we do not pursue syndicated lending opportunities.
We consider average loan and deposit balances, rather than period-end balances, to be the better
indicator of trends in the Regional Banking business, because average balances represent client
activity over the longer term. This is especially true of core deposit balances, which can be
skewed by large short-term deposits made by Corporate Client Services clients at the ends of
reporting periods.
Most of the income from Regional Banking is net interest income. Regional Banking also generates
noninterest income in the form of fees charged for loan and deposit services.
Corporate Client Services
The Corporate Client Services (CCS) business provides a variety of trustee, agency, investment
management, and administrative services for institutional clients. We work with investment bankers
and corporate tax, finance, and legal experts who:
|
|
Use capital markets financing structures. |
|
|
Seek to establish and maintain legal residency (nexus) for special purpose entities in
preferred jurisdictions. |
|
|
Use independent trustees to hold retirement plan assets. |
|
|
Need investment and cash management services. |
Capital markets services help clients who use a wide variety of institutional financing structures
and transactions. We offer a broad array of trustee and administrative services that support these
transactions.
Entity management services help special purpose entities and captive insurance companies comply
with nexus requirements in preferred jurisdictions. This includes providing corporate governance
services and performing other activities that demonstrate an entitys substance.
28
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
We specialize in providing retirement services for unbundled retirement plans. Typically,
qualified U.S. retirement plans involve an investment manager, a record keeper, and a trustee.
When plan sponsors use a single provider to perform all three functions, their plans are considered
bundled. When plan sponsors select separate, best-in-class providers for each function, their
plans are unbundled. We work with leading record keepers and third-party administrators to
market our retirement services.
Our institutional investment and cash management services help clients increase the returns on
fixed income investments and residual cash. Community banks and clients who use construction fund,
escrow agent, and other services may place large sums of cash with us for periods that range from
as little as 24 hours to as long as several years.
Legal documents that govern each financing structure, entity, and trust specify the services each
client wants us to provide. We do not:
|
|
Have credit risk exposure to large capital markets transactions. |
|
|
Own the assets or entities for which we serve as trustee or administrator. |
|
|
Record these assets on our balance sheet. |
|
|
Consolidate these entities in our financial statements. |
|
|
Issue, underwrite, set pricing, or establish valuations for the financing structures we
support. |
|
|
Take ownership positions in the structures we support. |
|
|
Offer high-volume back-office processing services. |
CCS has offices in Arizona, Delaware, Minnesota, Nevada, New York, South Carolina, Vermont, Grand
Cayman, the Channel Islands (Jersey), Amsterdam (The Netherlands), Dublin (Ireland), London
(England), Frankfurt (Germany), and Luxembourg. At the end of 2008, CCS had clients in 88
countries.
Wealth Advisory Services
The Wealth Advisory Services (WAS) business helps individuals and families who have substantial
wealth preserve and protect their wealth, minimize taxes, transfer wealth to future generations,
support charitable endeavors, and manage their business affairs. We target clients who have liquid
assets of $10 million or more.
WAS services include:
|
|
Asset management services. For our clients, managing investment risk is as important as
increasing investment return. We help clients meet both objectives by emphasizing
diversification, forward-looking asset allocation, tactical rebalancing, and a blend of active
and passive funds. We provide objective advice by using a combination of third-party and
in-house investment managers. We can structure investments in everything from limited
partnerships to mutual funds, which means that all clients, regardless of account size, have
access to our best thinking. |
29
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
Family office services that help clients identify, review, consolidate, and execute
financial and life-style management needs. These services include planning, governance, cash
flow management and budgeting, tax planning and compliance, risk assessment, insurance
oversight, bill payment and payroll management services, and family security, among others.
Family office clients may or may not also use our asset management services. We offer four
areas of specialization in family office services: |
|
|
|
Family office legal structures. |
|
|
|
|
Strategies for clients with inherited wealth. |
|
|
|
|
Compensation strategies for corporate executives. |
|
|
|
|
Services for entertainment and sports industry professionals. |
|
|
Fiduciary services. These services include trust, administrative, tax, philanthropic, and
estate settlement services. We also provide financial planning, private banking, and custom
lending services. |
WAS has offices in California, Connecticut, Delaware, Florida, Georgia, Maryland, Massachusetts,
New Jersey, New York, and Pennsylvania. At the end of 2008, WAS had clients in all 50 states and
35 other countries.
Affiliate money managers
We have ownership positions in two investment management firms: Cramer Rosenthal McGlynn, LLC (CRM)
and Roxbury Capital Management, LLC (RCM). CRM and RCM are not part of our WAS business, and their
managers and staff are not Wilmington Trust employees. Revenue reported on our income statement
from CRM and RCM is recorded net of their expenses and is based on our ownership position in each.
For the purposes of business profitability and segment reporting, we combine results from CRM and
RCM into one segment called Affiliate Money Managers. For more information about CRM and RCM,
read Note 4, Affiliates and acquisitions, in our 2008 Annual Report to Shareholders. For more
information about segment reporting, read Note 13, Segment reporting, in this report.
Legal entities and subsidiaries
We provide our services through various legal entities and subsidiaries that we own wholly or in
part. For more information about these entities and subsidiaries, the services they provide, and
the regulations to which they are subject, read Note 1, Nature of business, in our 2008 Annual
Report to Shareholders. There have been no changes to our legal entities or subsidiaries
since December 31, 2008.
30
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2009
This report discusses:
|
|
Changes in our financial condition (balance sheet) since December 31, 2008. All balances
cited are period-end balances unless otherwise noted. In some cases, we present amounts as of
March 31, 2008, for historical reference. |
|
|
The results of our operations (income statement) for the three months ended March 31, 2009,
compared with the corresponding period in 2008. In some cases, we provide amounts for other
periods to provide historical context. |
EXECUTIVE SUMMARY
All of our businesses performed well in the 2009 first quarter, but we continued to battle the
market interest rate environment, economic uncertainty, and financial market volatility. These
conditions prevented the full extent of the success in each of our businesses from translating into
higher earnings.
Net income for the quarter was $21.8 million and earnings were $0.25 per share (on a diluted
basis). In comparison, the corresponding amounts for the year-ago first quarter were $41.4 million
and $0.61 per share.
Advisory revenue increased 6% from the year-ago first quarter, with Corporate Client Services (CCS)
revenue rising 52% due to retirement services acquisitions that were completed in 2008. This
increase was offset by lower revenue from Wealth Advisory Services (WAS) and the affiliate money
managers, as sharp volatility in the financial markets lowered asset valuations and the associated
fees.
Loan balances were 7% higher than at the end of the 2008 first quarter, and essentially unchanged
from year-end 2008, but market interest rates remained at historic lows, which compressed the net
interest margin and reduced net interest income.
Noninterest expenses were 10% higher than for the 2008 first quarter, due to the retirement
services acquisitions and other expansion initiatives completed in 2008. Noninterest expenses were
4% lower than for the 2008 fourth quarter, as incentives and bonus accruals were adjusted to
reflect actual payments.
As clients waited for the financial markets to stabilize, core deposits increased significantly,
reaching a record-high $6.46 billion at March 31, 2009. This was 20% higher than at March 31,
2008, and 8% higher than at December 31, 2008.
First quarter 2009 results included net securities gains of $7.6 million, as we deleveraged the
investment securities portfolio.
Total assets at March 31, 2009, were $11.54 billion, down from $12.32 billion at year-end 2008, due
mainly to the decrease in investment securities.
31
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Our capital position remained strong. All regulatory capital ratios were higher than for any
quarter in 2008, and all continued to exceed the amounts required by the Federal Reserve Board to
be considered a well-capitalized institution. Our capital included $330.0 million of preferred
stock sold to the U.S. Department of the Treasury under its Capital Purchase Program (CPP). We
discuss this in more detail in the capital resources section of this report.
Given our desire to maintain our strong capital position throughout this period of economic
uncertainty, our Board of Directors reduced our quarterly cash
dividend by 50% on January 29, 2009. This brought the
quarterly cash dividend to $0.1725 per common share. The Board
declared a quarterly cash
dividend of $0.1725 per common share on April 22, 2009.
CHANGES IN FINANCIAL CONDITION FOR THE THREE MONTHS ENDED MARCH 31, 2009
The primary changes in our financial condition in the first three months of 2009 were:
|
|
A slight decrease in loan balances. |
|
|
A significant decrease in the investment securities portfolio. |
|
|
An increase in core deposits. |
|
|
A slight increase in stockholders equity. |
Assets
Total assets were $11,536.2 million, which was $782.7 million, or 6%, lower than at year-end 2008.
Most of this decrease occurred in the investment securities portfolio. This decrease caused loans
to account for a greater percentage of our total assets. At March 31, 2009, loans accounted for
82% of our total assets, compared with 78% at December 31, 2008.
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Loan balances |
|
$ |
9,408.7 |
|
|
$ |
9,619.1 |
|
|
$ |
8,797.4 |
|
Loans as a percentage of total assets |
|
|
82 |
% |
|
|
78 |
% |
|
|
75 |
% |
Investment securities |
|
$ |
941.4 |
|
|
$ |
1,393.3 |
|
|
$ |
1,651.7 |
|
Investment securities as a
percentage of total assets |
|
|
8 |
% |
|
|
11 |
% |
|
|
14 |
% |
|
Total assets |
|
$ |
11,536.2 |
|
|
$ |
12,318.9 |
|
|
$ |
11,703.7 |
|
32
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Earning assets1
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Total earning assets |
|
$ |
10,467.5 |
|
|
$ |
11,198.7 |
|
|
$ |
10,717.4 |
|
Percentage in loans |
|
|
90 |
% |
|
|
86 |
% |
|
|
82 |
% |
Percentage in investment securities |
|
|
9 |
% |
|
|
12 |
% |
|
|
15 |
% |
Percentage in other earning assets |
|
|
1 |
% |
|
|
2 |
% |
|
|
3 |
% |
Earning assets as a percentage of total assets |
|
|
91 |
% |
|
|
91 |
% |
|
|
92 |
% |
|
|
|
1 |
|
Includes loans, investment securities, FHLB and FRB stock, interest-bearing deposits
in other banks, and federal funds sold and securities purchased under agreements to resell.
Excludes the reserve for loan losses. |
Investment securities portfolio
We maintain an investment securities portfolio to generate cash flow, help manage interest rate
risk, and provide collateral for deposits and other liabilities. Our
policy, at the time of
purchase, is to invest in securities that have investment-grade ratings of A or better from
Standard & Poors or Moodys Investors Service. We do not hold investment securities for trading
purposes. There are no client funds in this portfolio.
Composition of investment securities portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
|
|
|
|
|
Percent of |
|
|
|
|
|
Percent of |
|
|
|
|
|
Percent of |
(Dollars in millions) |
|
Amount |
|
portfolio |
|
Amount |
|
portfolio |
|
Amount |
|
portfolio |
|
Collateralized mortgage obligations |
|
$ |
74.5 |
|
|
|
8 |
% |
|
$ |
169.0 |
|
|
|
12 |
% |
|
$ |
228.4 |
|
|
|
14 |
% |
Mortgage-backed securities |
|
|
248.3 |
|
|
|
27 |
|
|
|
491.5 |
|
|
|
36 |
|
|
|
511.7 |
|
|
|
31 |
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(trust-preferred securities) |
|
|
160.3 |
|
|
|
17 |
|
|
|
160.2 |
|
|
|
12 |
|
|
|
279.8 |
|
|
|
17 |
|
U.S. government agency securities |
|
|
365.6 |
|
|
|
40 |
|
|
|
463.5 |
|
|
|
34 |
|
|
|
473.9 |
|
|
|
29 |
|
U.S. Treasury securities |
|
|
23.3 |
|
|
|
3 |
|
|
|
41.4 |
|
|
|
3 |
|
|
|
56.8 |
|
|
|
3 |
|
Preferred stock |
|
|
15.1 |
|
|
|
2 |
|
|
|
17.1 |
|
|
|
1 |
|
|
|
43.3 |
|
|
|
3 |
|
Municipal bonds |
|
|
6.7 |
|
|
|
1 |
|
|
|
6.9 |
|
|
|
1 |
|
|
|
7.3 |
|
|
|
|
|
Other securities |
|
|
22.6 |
|
|
|
2 |
|
|
|
23.7 |
|
|
|
1 |
|
|
|
27.8 |
|
|
|
3 |
|
|
Total |
|
$ |
916.4 |
|
|
|
100 |
% |
|
$ |
1,373.3 |
|
|
|
100 |
% |
|
$ |
1,629.0 |
|
|
|
100 |
% |
|
Percentage invested in
fixed income instruments |
|
|
|
|
|
|
80 |
% |
|
|
|
|
|
|
94 |
% |
|
|
|
|
|
|
81 |
% |
33
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
At March 31, 2009, investment securities portfolio balances totaled $916.4 million. This was
$456.9 million, or 33%, less than at year-end 2008. Sales of mortgage-backed securities accounted
for most of this decrease. We sold these securities in anticipation of significant pay downs as
the mortgage refinancing market picks up, and because the amount of deposits that require
securities as collateral was lower.
These
sales generated securities gains of $12.3 million. These gains
were offset by a $(0.2) million adjustment to a security and a $4.5 million
write-down of other securities in the portfolio. We recorded these write-downs after declines in
the estimated fair values of these securities, caused by continued stress in the financial markets,
were determined to be other-than-temporary impairments (OTTI) under GAAP.
Approximately $3.9 million of the write-down was for mutual fund investments, which are recorded on
the balance sheet in Other securities. One pooled trust-preferred security (TruPS) accounted for
approximately $0.6 million of the write-down. This is in addition to the 14 TruPS that were
determined to be OTTI as of December 31, 2008.
Our TruPS portfolio consists of 38 pooled and 9 single-issue securities, which are recorded on the
balance sheet in Other securities. The pooled TruPS hold securities issued by banks, insurance
companies, and other financial institutions. The single-issue TruPS are from money center and
large regional banks.
Attrition in the portfolio, plus depressed TruPS valuations, caused the average life and duration
to change. The negative duration at March 31, 2009, was caused by the lower TruPS valuations and
historically low market interest rates. Excluding the TruPS, duration at March 31, 2009, would
have been 1.26.
Average life in the investment securities portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
(in years) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Mortgage-backed instruments |
|
|
2.38 |
|
|
|
2.45 |
|
|
|
2.95 |
|
Total portfolio |
|
|
7.49 |
|
|
|
6.32 |
|
|
|
4.47 |
|
Duration in the investment securities portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
(in years) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Mortgage-backed instruments |
|
|
1.54 |
|
|
|
1.37 |
|
|
|
2.90 |
|
Total portfolio |
|
|
(2.06 |
) |
|
|
(0.93 |
) |
|
|
1.90 |
|
34
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Balances of mortgage-related instruments reflect our desire to manage mortgage-related interest
rate risk in the investment securities portfolio rather than in the loan portfolio. For more
information about this, read the interest rate risk discussion in the Quantitative and Qualitative
Disclosures about Market Risk section of this report.
Of the mortgage-backed securities in our portfolio at March 31, 2009:
|
|
All were issued by U.S. government-sponsored enterprises. As such, they carry an implied
credit rating of AAA. |
|
|
All had residential mortgages as the underlying collateral. |
|
|
There were no subprime mortgages in the underlying collateral. |
|
|
Almost all were invested in fixed rate instruments with terms of 15 years or less. |
For more information about our TruPS portfolio, other investment securities, and their estimated
fair values, read Note 5, Fair value measurement of assets and liabilities, and Note 10,
Investment securities, in this report.
Liabilities and stockholders equity
Liabilities at March 31, 2009, were $10,199.6 million. This was 7% lower than at year-end 2008, as
a $480.2 million increase in core deposit balances was more than offset by a $1,226.4 million
decrease in national brokered certificates of deposit (national
brokered CDs) and short-term
borrowings.
The
decrease in national brokered CDs and short-term borrowings correlated with the decrease in investment
securities balances. Part of our funding strategy is to fund earning asset growth by augmenting
core deposits with national brokered CDs and short-term borrowings. For more information about this, read
the capital resources discussion in this report.
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Core deposits |
|
$ |
6,463.7 |
|
|
$ |
5,983.5 |
|
|
$ |
5,389.5 |
|
Core deposits as a percentage of total liabilities |
|
|
63 |
% |
|
|
54 |
% |
|
|
51 |
% |
National brokered CDs and short-term borrowings |
|
$ |
2,823.7 |
|
|
$ |
4,050.1 |
|
|
$ |
4,651.1 |
|
National brokered CDs and short-term borrowings
as a percentage of total liabilities |
|
|
28 |
% |
|
|
37 |
% |
|
|
44 |
% |
|
Total liabilities |
|
$ |
10,199.6 |
|
|
$ |
10,984.8 |
|
|
$ |
10,560.0 |
|
Wilmington Trust stockholders equity |
|
$ |
1,336.3 |
|
|
$ |
1,333.9 |
|
|
$ |
1,143.5 |
|
Noncontrolling interest |
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
Total liabilities and stockholders equity |
|
$ |
11,536.2 |
|
|
$ |
12,318.9 |
|
|
$ |
11,703.7 |
|
35
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
For more information about stockholders equity, read the capital resources discussion in this
report.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009
Net income was $21.8 million for the 2009 first quarter and earnings were $0.25 per common share
(on a diluted basis). Both amounts were lower than for the year-ago first quarter, mainly because:
|
|
After declining throughout 2008, market interest rates remained at historic lows. The
resulting compression in our net interest margin offset 7% year-over-year growth in loan
balances and reduced net interest income. |
|
|
Sharp volatility in the financial markets masked the extent of new WAS business
development. |
|
|
Inactivity in the capital markets minimized the growth in CCS revenue. |
As noted
earlier, first quarter 2009 results included securities gains of
$12.3 million, a security adjustment of $(0.2) million, and
securities write-downs of $4.5 million, for net securities gains of $7.6 million. Excluding these
securities gains and write-downs, net income for the 2009 first quarter would have been $17.2
million and earnings would have been $0.18 per common share on a diluted basis.
We reported a loss of $68.5 million for the
2008 fourth quarter due to an OTTI impairment of $98.4 million and
an increase in the provision for loan losses. Excluding the OTTI impairment, net loss for the 2008 fourth quarter would
have been $9.5 million and per-share loss would have been $0.15. We believe that our operating results for the 2008
fourth quarter (those that exclude the OTTI impairment) provide a more relevant measure of ongoing business
trends and a better basis of comparison with prior periods and are comparative to the 2009 first quarter results
excluding the securities gains and write-downs noted above.
36
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Average
shares outstanding (diluted) |
|
|
68,945 |
|
|
|
68,342 |
|
|
|
67,311 |
|
The year-over-year increase in shares outstanding, on average, reflected the at-the-market offering
of our common stock that was in place between September 22, 2008, and January 29, 2009. We issued
1.7 million shares of our common stock under this program. For more information about this
program, read Note 16, Capital, in our 2008 Annual Report to Shareholders.
As the market interest rate environment compressed the net interest margin, noninterest income
(after amortization) increased as a percentage of total net interest and noninterest income for the
2009 first quarter, to 69%. The 2008 fourth quarter noninterest income (after amortization) is lower due to the OTTI write-down.
As a percentage of total net interest and noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q3 |
|
Net interest income (after the
provision for loan losses) |
|
|
31 |
% |
|
|
76 |
% |
|
|
43 |
% |
Noninterest income (after amortization) |
|
|
69 |
% |
|
|
24 |
% |
|
|
57 |
% |
Profitability was lower than for the year-ago first quarter, mainly due to costs associated with
the retirement services acquisitions and other expansion initiatives we completed in the second,
third, and fourth quarters of 2008.
Operating efficiency and profit margin1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Efficiency ratio |
|
|
66.74 |
% |
|
|
65.18 |
% |
|
|
60.63 |
% |
Profit margin |
|
|
33.26 |
% |
|
|
34.82 |
% |
|
|
39.37 |
% |
1 The efficiency ratio is the inverse of the profit margin.
We discuss each of our businesses and other factors in our financial performance in greater detail
in the following pages of this report.
THE REGIONAL BANKING BUSINESS
The Regional Banking business continued to benefit from the well-diversified economy in the
mid-Atlantic region, which has not experienced the level of economic downturn seen in some other
parts of the United States. The mid-Atlantic economy is broadly diversified among the life
sciences, financial services, pharmaceutical, health care, education, construction, manufacturing,
retail, agriculture, military, and tourism industry sectors. Historically, this diversification
has provided a degree of economic stability and helped the region withstand the effects of a
downturn in any single sector.
37
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
In the 2009 first quarter, the economic environment in the region was more stable than in the 2008
fourth quarter, but conditions remained fragile. In this environment, loan balances decreased
somewhat, core deposit balances rose 8%, and credit quality metrics were mixed. We discuss credit
quality in more detail in the credit risk section of this report.
Economic conditions in the mid-Atlantic region
Unemployment rates increased for all states within the Regional Banking geographic footprint, but
remained below the U.S. average.
Unemployment rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Delaware |
|
|
7.7 |
% |
|
|
6.2 |
% |
|
|
3.8 |
% |
Maryland |
|
|
6.9 |
% |
|
|
5.4 |
% |
|
|
3.8 |
% |
New Jersey |
|
|
8.3 |
% |
|
|
7.1 |
% |
|
|
4.8 |
% |
Pennsylvania |
|
|
7.8 |
% |
|
|
6.7 |
% |
|
|
4.9 |
% |
United States |
|
|
8.5 |
% |
|
|
7.2 |
% |
|
|
5.1 |
% |
Source: Federal Reserve Bank of Philadelphia/U.S. Bureau of Labor Statistics
Loans
Total loans decreased 2% during the first three months of 2009, mainly due to:
|
|
Several large repayments in the commercial portfolio. |
|
|
Repayments of, and less demand for, consumer loans. |
Loan balances at period-end
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial loans |
|
$ |
6,673.9 |
|
|
$ |
6,760.3 |
|
|
$ |
6,057.9 |
|
Retail loans: |
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
1,636.6 |
|
|
|
1,732.9 |
|
|
|
1,679.5 |
|
Residential mortgage loans |
|
|
574.6 |
|
|
|
571.2 |
|
|
|
559.6 |
|
Loans secured with investments |
|
|
523.6 |
|
|
|
554.7 |
|
|
|
500.4 |
|
|
Total loans outstanding |
|
$ |
9,408.7 |
|
|
$ |
9,619.1 |
|
|
$ |
8,797.4 |
|
38
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Loans secured with investments are associated mainly with WAS clients. We do not consider changes
in the balances of these loans to be indicative of trends in the Regional Banking business.
Loan balances on average
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Total loans outstanding |
|
$ |
9,518.7 |
|
|
$ |
9,611.2 |
|
|
$ |
8,636.8 |
|
For more detail on average loan balances, see the quarterly analysis of net interest income in this
report.
Total loans outstanding by geographic market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
Period-end loan balances |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
(Dollars in millions) |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Delaware market loans |
|
$ |
5,021.1 |
|
|
|
53 |
% |
|
$ |
5,162.8 |
|
|
|
54 |
% |
|
$ |
4,932.1 |
|
|
|
56 |
% |
Pennsylvania market loans |
|
$ |
2,207.0 |
|
|
|
24 |
% |
|
$ |
2,232.5 |
|
|
|
23 |
% |
|
$ |
2,041.8 |
|
|
|
23 |
% |
Maryland market loans |
|
$ |
965.2 |
|
|
|
10 |
% |
|
$ |
966.9 |
|
|
|
10 |
% |
|
$ |
850.8 |
|
|
|
10 |
% |
New Jersey market loans |
|
$ |
699.1 |
|
|
|
7 |
% |
|
$ |
694.5 |
|
|
|
7 |
% |
|
$ |
505.1 |
|
|
|
6 |
% |
Other market loans |
|
$ |
516.3 |
|
|
|
6 |
% |
|
$ |
562.4 |
|
|
|
6 |
% |
|
$ |
467.6 |
|
|
|
5 |
% |
On a percentage basis, the composition of the loan portfolio was relatively unchanged.
Loan portfolio composition
|
|
|
|
|
|
|
|
|
|
|
|
|
Period-end balances |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial, financial, and agricultural (C&I) loans |
|
|
29 |
% |
|
|
31 |
% |
|
|
30 |
% |
Commercial real estate/construction loans |
|
|
21 |
% |
|
|
20 |
% |
|
|
21 |
% |
Commercial mortgage loans |
|
|
21 |
% |
|
|
19 |
% |
|
|
18 |
% |
Residential mortgage loans |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Consumer loans |
|
|
17 |
% |
|
|
18 |
% |
|
|
19 |
% |
Loans secured with investments |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
39
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Commercial lending
Total commercial loan balances decreased slightly during the first three months of 2009, as
declines in commercial, financial, and agricultural (C&I) loans offset increases in commercial
construction and commercial mortgage loan balances. The decline in C&I balances reflected client
reticence amid uncertain economic conditions.
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Period-end loan balances (in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial, financial, and agricultural loans |
|
$ |
2,770.2 |
|
|
$ |
2,966.3 |
|
|
$ |
2,654.4 |
|
Commercial real estate/construction loans |
|
|
1,960.9 |
|
|
|
1,923.8 |
|
|
|
1,809.7 |
|
Commercial mortgage loans |
|
|
1,942.8 |
|
|
|
1,870.2 |
|
|
|
1,593.8 |
|
|
Total commercial mortgage loans |
|
$ |
6,673.9 |
|
|
$ |
6,760.3 |
|
|
$ |
6,057.9 |
|
Commercial loans outstanding by geographic market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
Period-end loan balances |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
(Dollars in millions) |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Delaware market loans |
|
$ |
3,622.8 |
|
|
|
54 |
% |
|
$ |
3,708.0 |
|
|
|
55 |
% |
|
$ |
3,475.4 |
|
|
|
57 |
% |
Pennsylvania market loans |
|
$ |
1,742.7 |
|
|
|
26 |
% |
|
$ |
1,749.2 |
|
|
|
26 |
% |
|
$ |
1,619.0 |
|
|
|
27 |
% |
Maryland market loans |
|
$ |
657.1 |
|
|
|
10 |
% |
|
$ |
632.3 |
|
|
|
9 |
% |
|
$ |
527.9 |
|
|
|
9 |
% |
New Jersey market loans |
|
$ |
501.9 |
|
|
|
8 |
% |
|
$ |
490.6 |
|
|
|
7 |
% |
|
$ |
337.0 |
|
|
|
6 |
% |
Other market loans |
|
$ |
149.4 |
|
|
|
2 |
% |
|
$ |
180.3 |
|
|
|
3 |
% |
|
$ |
98.6 |
|
|
|
1 |
% |
On an individual basis, commercial loan amounts reflected the needs of our target commercial
banking client: owners of closely held businesses. At March 31, 2009:
|
|
Approximately 74% of total commercial loans were for amounts of $10 million or less. |
|
|
The mix of loan sizes was relatively unchanged from prior periods. |
40
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Commercial loans by loan size
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Less than $250,000 |
|
|
3 |
% |
|
|
3 |
% |
|
|
3 |
% |
$250,000 to $1 million |
|
|
10 |
% |
|
|
10 |
% |
|
|
11 |
% |
$1 million to $5 million |
|
|
38 |
% |
|
|
36 |
% |
|
|
37 |
% |
$5 million to $10 million |
|
|
23 |
% |
|
|
23 |
% |
|
|
23 |
% |
$10 million to $20 million |
|
|
18 |
% |
|
|
18 |
% |
|
|
19 |
% |
More than $20 million |
|
|
8 |
% |
|
|
10 |
% |
|
|
7 |
% |
Commercial construction lending
Commercial construction balances increased 2% during the first three months of 2009. Approximately
one-third of this increase was for the refinancing of a successful strip shopping center in
northern Delaware. Most of the rest was for land acquisition and development, primarily for
residential projects in Delaware and southeastern Pennsylvania.
Shifts in the types of projects in the commercial construction portfolio reflected demand for
retail and professional offices to support the increase in residential building in recent years, as
well as Delawares population growth.
Commercial construction loan portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Project type: |
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate construction |
|
|
49 |
% |
|
|
54 |
% |
|
|
53 |
% |
Land development |
|
|
22 |
% |
|
|
21 |
% |
|
|
21 |
% |
Retail and office |
|
|
17 |
% |
|
|
15 |
% |
|
|
13 |
% |
Owner-occupied |
|
|
2 |
% |
|
|
2 |
% |
|
|
5 |
% |
Multi-family |
|
|
3 |
% |
|
|
2 |
% |
|
|
2 |
% |
Other |
|
|
7 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic location: |
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
|
60 |
% |
|
|
60 |
% |
|
|
61 |
% |
Pennsylvania |
|
|
23 |
% |
|
|
23 |
% |
|
|
25 |
% |
Maryland |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
New Jersey |
|
|
8 |
% |
|
|
7 |
% |
|
|
5 |
% |
Other |
|
|
3 |
% |
|
|
4 |
% |
|
|
3 |
% |
Our exposure to the commercial real estate industry is limited to the mid-Atlantic region, which
has experienced much less real estate market erosion than many other parts of the United States.
We make construction and commercial mortgage loans to clients based in this region whose projects
are located within this region. We lend to clients with well-established businesses that are
family-owned or closely held. We do not lend to large, national homebuilders. Most of the loans
in our commercial construction portfolio are for single-family residential developments in Delaware
and southeastern Pennsylvania. We do very little condominium construction or conversion financing.
41
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
We have a high degree of confidence in our construction loan underwriting standards, which we apply
consistently. In addition to the collateral provided by the project itself, we generally obtain
personal guarantees from borrowers.
Commercial construction loan underwriting standards
|
|
|
Maximum term:
|
|
Two years on unimproved land |
|
|
Three years on land development |
|
|
|
Target loan size:
|
|
$1 million to $10 million |
|
|
|
Maximum loan-to-value requirements:
|
|
65% on unimproved land |
|
|
75% on land development |
|
|
80% on residential construction and income producing properties |
|
|
|
Construction limits on residential projects:
|
|
Pre-sold inventory plus a maximum of: |
|
|
6 unsold single-family homes or |
|
|
10 unsold townhomes |
Commercial mortgage lending
Commercial mortgage balances increased 4% during the first three months of 2009. This growth
continued to reflect how changes in the credit markets have eliminated the competitive advantages
formerly held by specialty mortgage lenders. As changes in the credit markets have made our terms
more comparable with those offered by the specialty lenders, more of our commercial construction
clients have opted to remain with us for their permanent financing. Most of the commercial
mortgage loans added in the first three months of 2009 were for owner-occupied retail and office
properties in Delaware.
Consumer lending
Consumer loan balances decreased in the first three months of 2009, mainly because indirect lending
volumes declined. Most of our indirect lending is for automobile loans made through automobile
dealers in the mid-Atlantic region. As these balances run off, we have elected to redeploy funds
available for lending to commercial and consumer borrowers with whom we can establish and
strengthen long-term relationships. Indirect automobile loans are typically more
transaction-driven than relationship-driven.
42
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Consumer loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Period-end loan balances (in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Home equity |
|
$ |
566.8 |
|
|
$ |
565.4 |
|
|
$ |
498.3 |
|
Indirect |
|
|
823.2 |
|
|
|
891.5 |
|
|
|
868.9 |
|
Credit card |
|
|
62.9 |
|
|
|
67.8 |
|
|
|
65.7 |
|
Other consumer |
|
|
183.7 |
|
|
|
208.2 |
|
|
|
246.6 |
|
|
Total consumer loans |
|
$ |
1,636.6 |
|
|
$ |
1,732.9 |
|
|
$ |
1,679.5 |
|
Most of our consumer loans continued to be associated with clients in Delaware, which is where we
have chosen to concentrate our consumer banking activity.
Consumer loans by geographic market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
Period-end loan balances |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
|
|
|
|
|
As a % of |
(Dollars in millions) |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Amount |
|
total loans |
|
Delaware market loans |
|
$ |
871.5 |
|
|
|
53 |
% |
|
$ |
913.6 |
|
|
|
53 |
% |
|
$ |
929.8 |
|
|
|
55 |
% |
Pennsylvania market loans |
|
$ |
294.9 |
|
|
|
18 |
% |
|
$ |
303.9 |
|
|
|
18 |
% |
|
$ |
256.0 |
|
|
|
15 |
% |
Maryland market loans |
|
$ |
254.8 |
|
|
|
16 |
% |
|
$ |
271.8 |
|
|
|
16 |
% |
|
$ |
260.4 |
|
|
|
16 |
% |
New Jersey market loans |
|
$ |
143.3 |
|
|
|
9 |
% |
|
$ |
150.9 |
|
|
|
9 |
% |
|
$ |
129.7 |
|
|
|
8 |
% |
Other market loans |
|
$ |
72.1 |
|
|
|
4 |
% |
|
$ |
92.7 |
|
|
|
4 |
% |
|
$ |
103.6 |
|
|
|
6 |
% |
Residential mortgage lending
We are among the leading residential mortgage originators in Delaware, but changes in our
origination volumes may not correspond directly with changes in residential mortgage balances,
because:
|
|
We sell most of the fixed rate residential mortgages we originate into the secondary
market, instead of retaining them in our loan portfolio. This ongoing practice is part of our
interest rate risk management strategy, on which there is more detail in the Quantitative and
Qualitative Disclosures about Market Risk section of this report. |
|
|
We do not include the Community Reinvestment Act mortgages we purchase in our origination
volumes. |
Residential mortgage activity spiked in the 2009 first quarter, due to favorable rates and the U.S.
governments incentive for first-time home buyers.
Residential mortgage originations
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Residential mortgage originations (dollar amount) |
|
$ |
102.3 |
|
|
$ |
40.5 |
|
|
$ |
43.3 |
|
Residential mortgage originations (number of
loans) |
|
|
457 |
|
|
|
169 |
|
|
|
194 |
|
43
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Although our originations increased significantly, residential mortgage balances were relatively
unchanged, due to our practice of selling most newly originated fixed rate residential mortgages
into the secondary market. We do not engage in subprime residential mortgage lending.
Residential mortgage balances
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Residential mortgage balances (at period-end) |
|
$ |
574.6 |
|
|
$ |
571.2 |
|
|
$ |
559.6 |
|
Percent of residential mortgages at fixed rates |
|
|
97 |
% |
|
|
84 |
% |
|
|
77 |
% |
Originations in the 2009 first quarter showed that, as the residential real estate market slowed in
Delaware, demand for refinancing was higher than for initial mortgages.
Originations by type
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage originations |
|
2009 Q1 |
|
2008 Q4 |
|
2008 FY |
|
Percentage for home purchases |
|
|
15 |
% |
|
|
56 |
% |
|
|
48 |
% |
Percentage for refinancings |
|
|
85 |
% |
|
|
44 |
% |
|
|
52 |
% |
At March 31, 2009, our residential mortgage delinquency rate was 5.67%, compared with 5.62% at
year-end 2008. According to the Mortgage Bankers Association, the U.S. delinquency rate at
year-end 2008 (the most recent data available) was 7.88%.
Deposits
We record two types of deposits:
|
|
Core deposits, which are deposits from our clients. Changes in core deposit balances
primarily reflect trends in the Regional Banking business. |
|
|
National brokered CDs are deposits gathered through
various broker networks. The end depositor can be an individual, a
mutual fund, or other financial institution. Currently, the majority
of these deposits have individuals as the end depositor. They are not associated with client activity, and
they are not indicative of trends in the Regional Banking business. |
44
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
For more
information about our use of national brokered CDs, read the net interest margin, liquidity and
funding, and interest rate risk management discussions in this report.
Core
deposit balances increased 20% over the 2008 first quarter and 8%
over the 2008 fourth quarter, illustrating client demand
for the safety of insured funds amid economic uncertainty and financial market volatility.
Core deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
Period-end deposit balances (dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Noninterest bearing demand deposits |
|
$ |
1,214.8 |
|
|
$ |
1,231.7 |
|
|
$ |
778.6 |
|
Savings deposits |
|
|
929.8 |
|
|
|
815.7 |
|
|
|
780.2 |
|
Interest-bearing demand deposits |
|
|
3,028.5 |
|
|
|
2,632.9 |
|
|
|
2,502.6 |
|
CDs < $100,000 |
|
|
1,110.3 |
|
|
|
1,072.5 |
|
|
|
1,012.0 |
|
Local CDs
³ $100,000 |
|
|
180.3 |
|
|
|
230.7 |
|
|
|
316.1 |
|
|
Total core deposits |
|
$ |
6,463.7 |
|
|
$ |
5,983.5 |
|
|
$ |
5,389.5 |
|
Percent from Delaware clients |
|
|
80 |
% |
|
|
85 |
% |
|
|
85 |
% |
Percent from Pennsylvania clients |
|
|
8 |
% |
|
|
3 |
% |
|
|
5 |
% |
Percent from Maryland clients |
|
|
11 |
% |
|
|
9 |
% |
|
|
10 |
% |
Percent from New Jersey clients |
|
|
|
% |
|
|
1 |
% |
|
|
|
% |
Percent from clients in other markets |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
% |
We include balances of local CDs in amounts of $100,000 or more (local CDs) in core deposits
because these CDs reflect client deposits, not wholesale or brokered deposits. Most local CDs are
from clients in the mid-Atlantic region, including commercial banking clients and local
municipalities, which frequently use these CDs to generate returns on their excess cash.
Declines in local CD balances reflected client preference for savings instruments with more
flexible terms.
Local
CDs ³ $100,000 by client category (average balances)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Consumer banking clients |
|
|
56 |
% |
|
|
50 |
% |
|
|
60 |
% |
DE commercial banking clients |
|
|
15 |
% |
|
|
12 |
% |
|
|
9 |
% |
PA commercial banking clients |
|
|
7 |
% |
|
|
10 |
% |
|
|
10 |
% |
WAS clients |
|
|
5 |
% |
|
|
9 |
% |
|
|
11 |
% |
CCS clients |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Other clients |
|
|
17 |
% |
|
|
19 |
% |
|
|
10 |
% |
45
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Generally, we consider average core deposit balances to be a better indicator of trends in the
Regional Banking business than period-end core deposits. This is because CCS clients may deposit
large sums of cash near the ends of financial reporting periods. These deposits are typically
noninterest-bearing demand deposits.
Core deposit balances on average
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Total core deposits |
|
$ |
5,907.2 |
|
|
$ |
5,527.4 |
|
|
$ |
5,160.7 |
|
For more detail on average deposit balances, see the quarterly analysis of net interest income in
this report.
Other Regional Banking information
|
|
|
|
|
|
|
|
|
|
|
|
|
ATMs |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
ATMs in Delaware |
|
|
213 |
|
|
|
214 |
|
|
|
212 |
|
Total ATMs |
|
|
257 |
|
|
|
258 |
|
|
|
258 |
|
Regional Banking profitability
Compared to the year-ago first quarter, Regional Bankings profitability declined slightly because
net interest income was lower and the provision for loan losses was higher.
Regional Banking profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Segment operating net income/(loss) |
|
$ |
19.1 |
|
|
$ |
(4.6 |
) |
|
$ |
30.5 |
|
Efficiency ratio1 |
|
|
43.40 |
% |
|
|
42.89 |
% |
|
|
41.92 |
% |
Profit margin |
|
|
56.60 |
% |
|
|
57.11 |
% |
|
|
58.08 |
% |
|
|
|
1 |
|
The efficiency ratio is the inverse of the profit margin. |
46
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Compared to many similar banks, Regional Bankings efficiency ratio is lower and its profit margin
is higher, mainly because we do not have the expense associated with a large-scale branch network
office outside of Delaware.
For more information about Regional Bankings profitability, read Note 13, Segment reporting, in
this report.
NET INTEREST INCOME
Net interest income for the 2009 first quarter was affected negatively by the declines in market
interest rates that occurred throughout 2008. These declines compressed our net interest margin
and reduced our net interest income.
Net interest income (before the provision for loan losses) was 10% lower than for the 2008 first
quarter, and 17% lower than for the 2008 fourth quarter.
Net interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Interest income |
|
$ |
117.1 |
|
|
$ |
147.1 |
|
|
$ |
162.4 |
|
Interest expense |
|
|
38.6 |
|
|
|
52.5 |
|
|
|
75.5 |
|
|
Net interest income |
|
$ |
78.5 |
|
|
$ |
94.6 |
|
|
$ |
86.9 |
|
Percent generated by Regional Banking |
|
|
92 |
% |
|
|
93 |
% |
|
|
92 |
% |
Most of our net interest income comes from the Regional Banking business and our funding
activities. We attribute portions of net interest income to the WAS and CCS businesses, because
they have clients who use our banking services. For more information about how we allocate net
interest income among our businesses, read Note 13, Segment reporting, in this report.
NET INTEREST MARGIN
The net interest margin was 2.91%, compared with 3.37% for the 2008 first quarter and 3.34% for the
2008 fourth quarter.
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q3 |
|
2008 Q2 |
|
2008 Q1 |
|
Quarterly net interest margin (not annualized) |
|
|
2.91 |
% |
|
|
3.34 |
% |
|
|
3.25 |
% |
|
|
3.17 |
% |
|
|
3.37 |
% |
47
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
The margin compression reflected the effects of market interest rate declines throughout 2008,
especially in the fourth quarter, when the Federal Open Market Committee (FOMC) reduced short-term
rates from 2.00% to a range of 0.00% to 0.25%.
Target federal funds rate changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At period end |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q3 |
|
2008 Q2 |
|
2008 Q1 |
|
Federal funds target rate |
|
|
0.00% - 0.25 |
% |
|
|
0.00% - 0.25 |
% |
|
|
2.00 |
% |
|
|
2.00 |
% |
|
|
2.25 |
% |
Due to our asset-sensitive interest rate risk position, when market interest rates change, our
floating rate assets reprice more quickly than our floating rate liabilities. The pricing adjusts
on most of our floating rate loans within 30 to 45 days of a rate change. In comparison, it
typically takes 90 to 120 days for the corresponding adjustments in price to occur on our floating
rate liabilities. For more information about this, read the interest rate risk discussion in the
Quantitative and Qualitative Disclosures about Market Risk section of this report.
The disparity between the changes in yields on earning assets and the changes in the cost of funds
illustrates how the magnitude of the FOMC rate cuts, and the rapid pace at which they occurred,
created margin compression. Declines in the yields in earning assets were far more severe than the
corresponding declines in the cost of funds.
Changes in yields and rates (in basis points)
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 vs. 2008 Q4 |
|
2009 Q1 vs. 2008 Q1 |
|
Change in yield on total earnings assets |
|
(84) bps |
|
(193) bps |
Change in rate on total funds to support earning assets |
|
(41) bps |
|
(147) bps |
As market interest rates fell to historic lows at the end of 2008 and remained there in the first
quarter of 2009, we held our prime lending rate at 4.00%. At March 31, 2009, 55% of our commercial
floating rate loans were priced at our prime rate.
Wilmington Trust prime lending rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Prime lending rate (period end) |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
5.25 |
% |
Prime lending rate (on average) |
|
|
4.00 |
% |
|
|
4.25 |
% |
|
|
6.27 |
% |
Assuming there are no changes in market interest rates, we expect our net interest margin to be in
the 3.00% range throughout 2009.
48
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
QUARTERLY ANALYSIS OF NET INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 First Quarter |
|
|
2008 First Quarter |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
balance |
|
|
expense |
|
|
rate |
|
|
balance |
|
|
expense |
|
|
rate |
|
|
|
(Dollar amounts in millions; rates on a tax-equivalent basis) |
|
Earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits in other
banks |
|
$ |
99.3 |
|
|
$ |
0.1 |
|
|
|
0.54 |
% |
|
$ |
3.4 |
|
|
$ |
|
|
|
|
6.33 |
% |
Federal funds sold and securities
purchased under agreements
to resell |
|
|
31.5 |
|
|
|
0.2 |
|
|
|
2.59 |
|
|
|
35.1 |
|
|
|
0.3 |
|
|
|
3.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term investments |
|
|
130.8 |
|
|
|
0.3 |
|
|
|
1.03 |
|
|
|
38.5 |
|
|
|
0.3 |
|
|
|
3.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
37.3 |
|
|
|
0.1 |
|
|
|
1.52 |
|
|
|
60.0 |
|
|
|
0.6 |
|
|
|
4.04 |
|
Government agencies |
|
|
422.0 |
|
|
|
3.6 |
|
|
|
3.48 |
|
|
|
542.7 |
|
|
|
6.6 |
|
|
|
4.92 |
|
Obligations of state and political
subdivisions |
|
|
6.6 |
|
|
|
0.1 |
|
|
|
8.82 |
|
|
|
14.2 |
|
|
|
0.3 |
|
|
|
7.16 |
|
Preferred stock |
|
|
20.6 |
|
|
|
0.5 |
|
|
|
9.61 |
|
|
|
54.2 |
|
|
|
1.1 |
|
|
|
7.87 |
|
Mortgage-backed securities |
|
|
589.4 |
|
|
|
6.7 |
|
|
|
4.58 |
|
|
|
736.8 |
|
|
|
8.1 |
|
|
|
4.44 |
|
Other securities |
|
|
252.4 |
|
|
|
3.0 |
|
|
|
4.79 |
|
|
|
362.4 |
|
|
|
5.1 |
|
|
|
5.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
1,328.3 |
|
|
|
14.0 |
|
|
|
4.28 |
|
|
|
1,770.3 |
|
|
|
21.8 |
|
|
|
4.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB and FRB stock, at cost |
|
|
20.2 |
|
|
|
0.1 |
|
|
|
1.66 |
|
|
|
22.4 |
|
|
|
0.3 |
|
|
|
5.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
2,853.4 |
|
|
|
30.0 |
|
|
|
4.27 |
|
|
|
2,602.1 |
|
|
|
43.0 |
|
|
|
6.64 |
|
Real estate construction |
|
|
1,950.7 |
|
|
|
17.6 |
|
|
|
3.67 |
|
|
|
1,804.9 |
|
|
|
29.3 |
|
|
|
6.53 |
|
Mortgage commercial |
|
|
1,911.6 |
|
|
|
20.9 |
|
|
|
4.43 |
|
|
|
1,528.2 |
|
|
|
25.5 |
|
|
|
6.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial loans |
|
|
6,715.7 |
|
|
|
68.5 |
|
|
|
4.14 |
|
|
|
5,935.2 |
|
|
|
97.8 |
|
|
|
6.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage residential |
|
|
573.8 |
|
|
|
8.0 |
|
|
|
5.64 |
|
|
|
562.8 |
|
|
|
8.1 |
|
|
|
5.82 |
|
Consumer loans |
|
|
1,686.4 |
|
|
|
23.6 |
|
|
|
5.67 |
|
|
|
1,653.1 |
|
|
|
28.5 |
|
|
|
6.92 |
|
Loans secured with liquid collateral |
|
|
542.8 |
|
|
|
3.1 |
|
|
|
2.30 |
|
|
|
485.7 |
|
|
|
6.4 |
|
|
|
5.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total retail loans |
|
|
2,803.0 |
|
|
|
34.7 |
|
|
|
5.01 |
|
|
|
2,701.6 |
|
|
|
43.0 |
|
|
|
6.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans net of unearned income |
|
|
9,518.7 |
|
|
|
103.2 |
|
|
|
4.40 |
|
|
|
8,636.8 |
|
|
|
140.8 |
|
|
|
6.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets at historical cost |
|
$ |
10,998.0 |
|
|
$ |
117.6 |
|
|
|
4.34 |
% |
|
$ |
10,468.0 |
|
|
$ |
163.2 |
|
|
|
6.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustment on investment
securities available for sale |
|
|
(53.7 |
) |
|
|
|
|
|
|
|
|
|
|
(24.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
$ |
10,944.3 |
|
|
|
|
|
|
|
|
|
|
$ |
10,443.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 First Quarter |
|
|
2008 First Quarter |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
balance |
|
|
expense |
|
|
rate |
|
|
balance |
|
|
expense |
|
|
rate |
|
|
|
(Dollar amounts in millions; rates on a tax-equivalent basis) |
|
Funds supporting earning assets
Savings |
|
$ |
895.2 |
|
|
$ |
3.7 |
|
|
|
1.68 |
% |
|
$ |
714.8 |
|
|
$ |
4.7 |
|
|
|
2.65 |
% |
Interest-bearing demand |
|
|
2,813.7 |
|
|
|
2.7 |
|
|
|
0.39 |
|
|
|
2,368.2 |
|
|
|
6.2 |
|
|
|
1.05 |
|
Certificates under $100,000 |
|
|
1,099.8 |
|
|
|
8.2 |
|
|
|
3.05 |
|
|
|
1,016.0 |
|
|
|
10.5 |
|
|
|
4.18 |
|
Local certificates $100,000 and over |
|
|
209.0 |
|
|
|
1.5 |
|
|
|
2.84 |
|
|
|
335.3 |
|
|
|
3.7 |
|
|
|
4.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core interest-bearing deposits |
|
|
5,017.7 |
|
|
|
16.1 |
|
|
|
1.30 |
|
|
|
4,434.3 |
|
|
|
25.1 |
|
|
|
2.28 |
|
National
brokered certificates |
|
|
2,017.8 |
|
|
|
12.6 |
|
|
|
2.54 |
|
|
|
2,770.5 |
|
|
|
30.6 |
|
|
|
4.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
7,035.5 |
|
|
|
28.7 |
|
|
|
1.66 |
|
|
|
7,204.8 |
|
|
|
55.7 |
|
|
|
3.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
1,938.9 |
|
|
|
1.5 |
|
|
|
0.30 |
|
|
|
1,625.6 |
|
|
|
13.1 |
|
|
|
3.24 |
|
U.S. Treasury demand deposits |
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
12.8 |
|
|
|
0.1 |
|
|
|
3.04 |
|
Line of credit and other debt |
|
|
3.2 |
|
|
|
|
|
|
|
3.52 |
|
|
|
136.3 |
|
|
|
2.4 |
|
|
|
7.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings |
|
|
1,948.9 |
|
|
|
1.5 |
|
|
|
0.31 |
|
|
|
1,774.7 |
|
|
|
15.6 |
|
|
|
3.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
469.0 |
|
|
|
8.4 |
|
|
|
7.23 |
|
|
|
268.2 |
|
|
|
4.2 |
|
|
|
6.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
9,453.4 |
|
|
|
38.6 |
|
|
|
1.66 |
|
|
|
9,247.7 |
|
|
|
75.5 |
|
|
|
3.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other noninterest funds |
|
|
1,544.6 |
|
|
|
|
|
|
|
|
|
|
|
1,220.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total funds used to support
earning assets |
|
$ |
10,998.0 |
|
|
$ |
38.6 |
|
|
|
1.43 |
% |
|
$ |
10,468.0 |
|
|
$ |
75.5 |
|
|
|
2.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/margin |
|
|
|
|
|
|
79.0 |
|
|
|
2.91 |
% |
|
|
|
|
|
|
87.7 |
|
|
|
3.37 |
% |
Tax-equivalent adjustment |
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
78.5 |
|
|
|
|
|
|
|
|
|
|
$ |
86.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order to ensure the comparability of yields and rates and their impact on net interest income, average rates are calculated
using average
balances based on historical cost and do not reflect the market valuation adjustment required by SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
49
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ANALYSIS
OF CHANGES IN INTEREST INCOME AND EXPENSE DUE TO VOLUME AND RATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
|
|
2009/2008 |
|
|
|
Increase/(Decrease) Due to |
|
|
|
Change in |
|
|
|
Volume 2 |
|
|
Rate 3 |
|
|
Total |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits in other banks |
|
$ |
1.5 |
|
|
$ |
(1.4 |
) |
|
$ |
0.1 |
|
Federal funds sold and securities
purchased under agreements to resell |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
Total short-term investments |
|
|
1.5 |
|
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
Government agency securities |
|
|
(1.5 |
) |
|
|
(1.5 |
) |
|
|
(3.0 |
) |
State and municipal securities * |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
Preferred stock * |
|
|
(0.7 |
) |
|
|
0.1 |
|
|
|
(0.6 |
) |
Mortgage-backed securities |
|
|
(1.6 |
) |
|
|
0.2 |
|
|
|
(1.4 |
) |
Other securities * |
|
|
(1.5 |
) |
|
|
(0.6 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
(5.6 |
) |
|
|
(2.2 |
) |
|
|
(7.8 |
) |
|
|
|
|
|
|
|
|
|
|
FHLB & FRB stock, at cost1 |
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural * |
|
|
4.1 |
|
|
|
(17.1 |
) |
|
|
(13.0 |
) |
Real estate construction |
|
|
2.3 |
|
|
|
(14.0 |
) |
|
|
(11.7 |
) |
Commercial mortgage * |
|
|
6.4 |
|
|
|
(11.0 |
) |
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
Total commercial loans |
|
|
12.8 |
|
|
|
(42.1 |
) |
|
|
(29.3 |
) |
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
0.2 |
|
|
|
(0.3 |
) |
|
|
(0.1 |
) |
Consumer loans |
|
|
0.6 |
|
|
|
(5.5 |
) |
|
|
(4.9 |
) |
Loans secured with investments |
|
|
0.7 |
|
|
|
(4.0 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
Total retail loans |
|
|
1.5 |
|
|
|
(9.8 |
) |
|
|
(8.3 |
) |
|
|
|
|
|
|
|
|
|
|
Total loans net of unearned income |
|
|
14.3 |
|
|
|
(51.9 |
) |
|
|
(37.6 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
10.2 |
|
|
$ |
(55.8 |
) |
|
$ |
(45.6 |
) |
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits |
|
$ |
1.2 |
|
|
$ |
(2.2 |
) |
|
$ |
(1.0 |
) |
Interest-bearing demand deposits |
|
|
1.2 |
|
|
|
(4.7 |
) |
|
|
(3.5 |
) |
Certificates under $100,000 |
|
|
0.9 |
|
|
|
(3.2 |
) |
|
|
(2.3 |
) |
Local certificates $100,000 and over |
|
|
(1.4 |
) |
|
|
(0.8 |
) |
|
|
(2.2 |
) |
|
|
|
|
|
|
|
|
|
|
Total core interest-bearing deposits |
|
|
1.9 |
|
|
|
(10.9 |
) |
|
|
(9.0 |
) |
|
|
|
|
|
|
|
|
|
|
National
brokered certificates |
|
|
(8.2 |
) |
|
|
(9.8 |
) |
|
|
(18.0 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
(6.3 |
) |
|
|
(20.7 |
) |
|
|
(27.0 |
) |
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
2.5 |
|
|
|
(14.1 |
) |
|
|
(11.6 |
) |
U.S. Treasury demand deposits |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Line of credit and other debt |
|
|
(2.3 |
) |
|
|
(0.1 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings |
|
|
0.2 |
|
|
|
(14.3 |
) |
|
|
(14.1 |
) |
Long-term debt |
|
|
3.1 |
|
|
|
1.1 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
$ |
(3.0 |
) |
|
$ |
(33.9 |
) |
|
$ |
(36.9 |
) |
|
|
|
|
|
|
|
|
|
|
Changes in net interest income |
|
$ |
13.2 |
|
|
$ |
(21.9 |
) |
|
$ |
(8.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
We calculate variances on a fully tax-equivalent basis, which includes the effects of any disallowed interest expense. |
|
1 |
|
Federal Home Loan Bank and Federal Reserve Bank stock |
|
2 |
|
We define changes attributable to volume as changes in average balances multiplied by the prior years rate. |
|
3 |
|
We define changes attributable to rate as changes in rate multiplied by the average balances in the applicable period of the
prior year. A change in rate/volume (change in rate multiplied by change in volume) has been allocated to the change in rate. |
50
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
NONINTEREST INCOME
The CCS and WAS businesses continued to account for the majority of noninterest income, and
noninterest income continued to increase as a percentage of total net interest and noninterest
income. This was mainly because:
|
|
Compression in the net interest margin reduced net interest income. |
|
|
The CCS and WAS businesses have a broader geographic scope and more opportunities to grow
revenue at a faster pace than the Regional Banking business. |
Total noninterest income was 8% higher than for the year-ago first quarter. Factors in this
increase were:
|
|
A 52% increase in CCS revenue, which was offset by lower revenue from WAS and the affiliate
money managers. |
|
|
Net securities gains of $7.6 million. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Advisory revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
WAS revenue |
|
$ |
49.7 |
|
|
$ |
54.0 |
|
|
$ |
55.7 |
|
CCS revenue |
|
|
39.4 |
|
|
|
39.7 |
|
|
|
26.0 |
|
Affiliate money manager revenue |
|
|
2.2 |
|
|
|
2.8 |
|
|
|
4.3 |
|
|
Total advisory revenue |
|
$ |
91.3 |
|
|
$ |
96.5 |
|
|
$ |
86.0 |
|
Amortization of affiliate intangibles |
|
|
(2.3 |
) |
|
|
(2.3 |
) |
|
|
(1.2 |
) |
|
Total advisory revenue after
amortization of affiliate intangibles |
|
$ |
89.0 |
|
|
$ |
94.2 |
|
|
$ |
84.8 |
|
Service charges on deposit accounts |
|
|
7.9 |
|
|
|
7.3 |
|
|
|
7.6 |
|
Other noninterest income |
|
|
6.2 |
|
|
|
5.5 |
|
|
|
10.4 |
|
Securities gains/(losses) |
|
|
7.6 |
|
|
|
(98.4 |
) |
|
|
|
|
|
Total noninterest income |
|
$ |
110.7 |
|
|
$ |
8.6 |
|
|
$ |
102.8 |
|
Noninterest income accounted for 69% of total 2009 first quarter revenue (after amortization and
the provision for loan losses), compared with 57% for the year-ago first quarter.
THE CORPORATE CLIENT SERVICES BUSINESS
We report Corporate Client Services (CCS) revenue in four categories:
1. |
|
Capital markets revenue. These fees are based on the complexity of trust and administrative
services we provide, not on asset valuations. We perform most of these services under
multiyear contracts. |
51
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
2. |
|
Entity management revenue. These fees are based on the complexity of corporate governance
and administrative services we provide for special purpose entities in preferred
jurisdictions. These fees are not tied to asset valuations. |
3. |
|
Retirement services revenue. A portion of this revenue is based on the market valuations of
retirement plan assets for which we serve as trustee. The remainder is based on the level of
service we provide. |
4. |
|
Institutional investment and cash management fees. These fees reflect investment and cash
management services we perform for retirement services and capital markets clients who have
residual cash management needs. Some of these fees are based on money market fund balances
and some are based on the valuations of investment-grade fixed income instruments. |
We do not:
|
|
Have credit risk exposure to large capital markets transactions. |
|
|
Own the assets or entities for which we serve as trustee or administrator. |
|
|
Record these assets on our balance sheet. |
|
|
Consolidate these entities. |
|
|
Issue, underwrite, set pricing, or establish valuations for the financing structures we
support. |
CCS in the first three months of 2009
CCS revenue was 52% higher than for the 2008 first quarter, and slightly less than for the 2008
fourth quarter. Retirement services revenue accounted for almost all of the year-over-year
increase.
Corporate Client Services revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Capital markets services |
|
$ |
11.5 |
|
|
$ |
12.6 |
|
|
$ |
11.6 |
|
Entity management services |
|
|
7.9 |
|
|
|
8.2 |
|
|
|
7.9 |
|
Retirement services |
|
|
16.1 |
|
|
|
15.4 |
|
|
|
3.2 |
|
Institutional investment/cash management
services |
|
|
3.9 |
|
|
|
3.5 |
|
|
|
3.3 |
|
|
Total Corporate Client Services revenue |
|
$ |
39.4 |
|
|
$ |
39.7 |
|
|
$ |
26.0 |
|
Revenue from CCS capital markets services was $11.5 million, slightly less than for the year-ago
first quarter, and 9% less than for the 2008 fourth quarter. CCS continued to win new capital
markets business in the first quarter of 2009, especially in corporate default, collateral agent,
and loan administration services, but these positives were offset by lower demand for traditional
capital markets and structured finance transactions.
52
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Entity management revenue was $7.9 million, the same as for the year-ago first quarter, and 4% less
than for the 2008 fourth quarter. New securitization and loan administration business was
developed in Europe, but this was offset by reduced demand in the United States for holding company
services.
Retirement services revenue quintupled from the year-ago first quarter, to $16.1 million, and rose
5% from the 2008 fourth quarter. These increases resulted from acquisitions completed in April and
October 2008, which significantly increased the capacity of the retirement services business.
Revenue from institutional investment and cash management services was $3.9 million, up 18% from
the 2008 first quarter and 11% from the 2008 fourth quarter. CCS continued to win additional
investment management mandates, primarily from retirement services clients, as well as additional
short-term cash management business associated with capital markets transactions. Fees tied to
U.S. investment-grade fixed income securities accounted for approximately 39% of institutional
investment and cash management revenue for the first three months of 2009. The remainder was based
on money market fund balances.
Corporate Client Services profitability
Compared to the year-ago first quarter, CCS profitability declined, as the year-ago first quarter
did not reflect any of the expense associated with the retirement services acquisitions.
Corporate Client Services profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Segment operating net income/(loss) |
|
$ |
3.9 |
|
|
$ |
(3.7 |
) |
|
$ |
5.2 |
|
Efficiency ratio1 |
|
|
90.48 |
% |
|
|
98.01 |
% |
|
|
75.08 |
% |
Profit margin |
|
|
9.52 |
% |
|
|
1.99 |
% |
|
|
24.92 |
% |
1 The efficiency ratio is the inverse of the profit margin.
For more information about CCS profitability, read Note 13, Segment reporting, in this report.
THE WEALTH ADVISORY SERVICES BUSINESS
We report Wealth Advisory Services (WAS) revenue in three categories:
1. |
|
Trust and investment advisory revenue. This is the portion of WAS revenue that is generated
by our core asset management, asset allocation, and trust management services. Trust and
investment advisory fees are based on the market valuations of client assets we manage,
direct, or hold in custody, and the valuations are tied to movements in the financial markets. |
53
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
Assets we manage for clients include equities, fixed income instruments, cash and cash
equivalents, and other assets. Most of these assets are held in trust accounts. Depending on
the mix of assets in client accounts, changes in trust and investment advisory revenue may or
may not correspond with changes in market indices such as the Dow Jones Industrial Average, the
Standard & Poors 500 (S&P 500), or NASDAQ. We use the S&P 500 as a benchmark for comparison
because its composition mirrors, to a large extent, the mix of equities in our clients
portfolios. For more information, read the assets under management section of this report. |
2. |
|
Planning and other services revenue. This revenue is from family office, financial planning,
estate settlement, tax, and other services. Fees for these services are based on the level
and complexity of the services we provide, not on the valuations of the assets we manage or
hold in custody. In some cases, these fees are based on the clients annual income. These
fees can vary widely in amount, and portions may be nonrecurring. Because these fees reflect
client demand at any given point in time, it is not unusual for them to fluctuate up or down
from period to period. |
3. |
|
Mutual fund revenue. This revenue is tied primarily to money market mutual fund and cash
balances and, therefore, does not reflect equity market movements. |
WAS in the first three months of 2009
WAS revenue was lower than for the 2008 first and fourth quarters, as declines in fees tied to
asset valuations offset new business development.
Wealth Advisory Services revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Trust and investment advisory revenue |
|
$ |
31.3 |
|
|
$ |
33.4 |
|
|
$ |
39.2 |
|
Planning and other services revenue |
|
|
10.9 |
|
|
|
13.0 |
|
|
|
10.1 |
|
Mutual fund fees |
|
|
7.5 |
|
|
|
7.6 |
|
|
|
6.4 |
|
|
Total Wealth Advisory Services revenue |
|
$ |
49.7 |
|
|
$ |
54.0 |
|
|
$ |
55.7 |
|
Revenue from trust and investment advisory services was $31.3 million, lower than for the 2008
first and fourth quarters. WAS continued to add trust and investment advisory business, but these
advances were offset by sharp volatility in the financial markets, which reduced the valuations of
client assets.
A comparison with the Standard & Poors 500 Index shows the strength of this business:
54
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
Year over year, trust and investment advisory revenue decreased 20%, while the
corresponding decline in the S&P 500 was 40%. |
|
|
For the first three months of 2009, trust and investment advisory revenue decreased 6%,
while the corresponding decline in the S&P 500 was 12%. |
We regard the S&P 500 as a good proxy for the mix of equity assets in client portfolios.
Revenue from WAS planning and other services, which includes revenue from family office services,
was $10.9 million. This was 8% higher than for the year-ago first quarter, but 16% lower than for
the 2008 fourth quarter, due to a decrease in trading transactions after asset allocations in
client portfolios were rebalanced at the end of 2008.
Mutual fund fees were $7.5 million. This was 17% higher than for the 2008 first quarter, and
slightly less than for the 2008 fourth quarter. The year-over-year change reflected increased
demand for fixed income mutual fund investments as 2008 progressed. In the first three months of
2009, demand for market-based investments waned, causing the linked-quarter decrease.
Wealth Advisory Services profitability
Compared to the year-ago first quarter, WAS efficiency and profitability improved, mainly because
incentives and bonus expense was lower.
Wealth Advisory Services profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Segment operating net income/(loss) |
|
$ |
2.6 |
|
|
$ |
(1.2 |
) |
|
$ |
4.7 |
|
Efficiency ratio1 |
|
|
83.99 |
% |
|
|
83.08 |
% |
|
|
86.25 |
% |
Profit margin |
|
|
16.01 |
% |
|
|
16.92 |
% |
|
|
13.75 |
% |
|
|
|
1 |
|
The efficiency ratio is the inverse of the profit margin. |
For more information about WAS profitability, read Note 13, Segment reporting, in this report.
ASSETS UNDER MANAGEMENT AND ADMINISTRATION
We report two types of client assets:
1. |
|
Assets under management (AUM). These are assets for which we make investment decisions on
behalf of clients. Most of the clients who use our asset management services are WAS clients. |
55
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
2. |
|
Assets under administration (AUA). These are assets we hold in custody or for which we serve
as fiduciary on behalf of clients. Most of these assets are from CCS retirement services
clients. |
Changes in AUM or AUA levels do not necessarily indicate that we have gained or lost business.
Most of the assets we manage or administer are held in trusts. Assets held in trusts are affected
by fund distributions as well as changes in market valuations. Fund distributions typically are
made for tax payments, philanthropic obligations, discretionary spending, trust terminations, and
other purposes. Asset levels also are affected by the duration of trust agreements, which can
range from a few months to 99 years or more.
We believe that changes in revenue, rather than changes in AUM or AUA, are better indicators of
trends in the WAS and CCS businesses because:
|
|
Asset management is only one of the wealth management services we offer, and only a portion
of WAS revenuetrust and investment advisory revenueis based on asset valuations. |
|
|
WAS and CCS revenue may include fees for direction trust services, but direction trust
assets are not included in our AUM or AUA amounts. Direction trusts, which are permitted in
Delaware, allow clients to have their assets and fiduciary matters managed separately by
different providers. Trust laws in many other states do not permit direction trusts. |
|
|
In the CCS business, except for revenue from institutional investment and cash management
services, the majority of revenue is generated on a fee-for-service basis regardless of the
value of any associated asset. |
|
|
Monetary assets we manage or administer for CCS clients can fluctuate by hundreds of
millions of dollars from one reporting period to the next, depending on the cash management
needs of these clients. |
For more information about the portion of our revenue that is based on financial market valuations,
read the financial market risk discussion in this report.
At March 31, 2009, total client assets at Wilmington Trust were higher than at March 31, 2008,
mainly because AUA increased due to the CCS retirement services acquisitions completed in April and
October of 2008.
Client
assets at Wilmington Trust1
|
|
|
|
|
|
|
|
|
|
|
|
|
(in billions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Assets under management |
|
$ |
34.2 |
|
|
$ |
36.6 |
|
|
$ |
35.0 |
|
Assets under administration |
|
|
91.1 |
|
|
|
94.4 |
|
|
|
85.7 |
|
|
Total client assets at Wilmington Trust |
|
$ |
125.3 |
|
|
$ |
131.0 |
|
|
$ |
120.7 |
|
|
|
|
1 |
|
Excludes Cramer Rosenthal McGlynn and Roxbury Capital Management. Includes estimates
of asset values that are not readily available, such as those held in limited partnerships. |
56
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
AUM at Wilmington Trust were lower than for the prior periods shown in the tables above and below
primarily because financial market volatility reduced the valuations of assets in WAS client
accounts.
Assets under management by business line1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
(in billions) |
|
Amount |
|
Percent |
|
Amount |
|
Percent |
|
Amount |
|
Percent |
|
WAS |
|
$ |
24.4 |
|
|
|
71 |
% |
|
$ |
26.8 |
|
|
|
73 |
% |
|
$ |
31.2 |
|
|
|
89 |
% |
CCS |
|
|
9.8 |
|
|
|
29 |
% |
|
|
9.8 |
|
|
|
27 |
% |
|
|
3.8 |
|
|
|
11 |
% |
|
Total Wilmington Trust AUM |
|
$ |
34.2 |
|
|
|
|
|
|
$ |
36.6 |
|
|
|
|
|
|
$ |
35.0 |
|
|
|
|
|
|
|
|
1 |
|
Excludes Cramer Rosenthal McGlynn and Roxbury Capital Management. Includes estimates
of asset values that are not readily available, such as those held in limited partnerships. |
Changes in the investment mix of Wilmington Trusts AUM reflected shifts in asset allocation
strategies due to extreme volatility in the equity markets.
Investment mix of Wilmington Trust managed assets1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Equities |
|
|
34 |
% |
|
|
38 |
% |
|
|
45 |
% |
Fixed income |
|
|
36 |
% |
|
|
33 |
% |
|
|
23 |
% |
Cash and cash equivalents |
|
|
19 |
% |
|
|
18 |
% |
|
|
18 |
% |
Other assets |
|
|
11 |
% |
|
|
11 |
% |
|
|
14 |
% |
|
|
|
1 |
|
Excludes Cramer Rosenthal McGlynn and Roxbury Capital Management. |
AFFILIATE MONEY MANAGERS
We have ownership positions in two money management firms:
|
|
Cramer Rosenthal McGlynn (CRM), a value-style manager based in New York; and |
|
|
|
Roxbury Capital Management (RCM), a growth-style manager based in Santa Monica, California. |
CRM and RCM are not part of our WAS business. We affiliated with CRM and RCM in 1998 to gain
expertise in stylized investment management, and to help us establish offices in New York and
southern California. We subsequently adopted an investment
57
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
consulting process that uses a variety of independent, third-party money managers. Although we no
longer rely as heavily on CRM and RCM for investment management services, we value their
contributions to our revenue.
The revenue we record from CRM and RCM is net of their expenses and based on our ownership position
in each. We do not consolidate CRMs or RCMs results in our financial statements because the
principals of these firms retain management controls, including veto powers, over a variety of
matters.
Affiliate money manager revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Total revenue from affiliate money managers (net of expenses) |
|
$ |
2.2 |
|
|
$ |
2.8 |
|
|
$ |
4.3 |
|
For more information about our investments in CRM and RCM, read the rest of this affiliate money
managers discussion, Note 5, Fair value measurement of assets
and liabilities, in this report, and Notes 4, 10, and 23 in our 2008 Annual Report to Shareholders.
Cramer Rosenthal McGlynn (CRM)
Revenue from, and AUM at, CRM were lower than for the prior periods shown in the tables below,
mainly because:
|
|
Business inflows remained solid, but equity market volatility reduced the market valuations
of client assets. |
|
|
Market conditions reduced the performance fees CRM earned in its real estate hedge fund
investments. |
Revenue from Cramer Rosenthal McGlynn
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Revenue (net of expenses) |
|
$ |
3.0 |
|
|
$ |
3.1 |
|
|
$ |
4.0 |
|
Cramer Rosenthal McGlynn
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in billions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Assets under management |
|
$ |
7.4 |
|
|
$ |
7.8 |
|
|
$ |
10.9 |
|
Wilmington Trusts ownership position: |
|
|
80.99 |
% |
|
|
80.99 |
% |
|
|
82.41 |
% |
58
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Roxbury Capital Management (RCM)
New products RCM has developed and launched recently are attracting assets, but these products have
not gained enough momentum to offset asset declines in the firms mid-cap fund. In addition,
financial market volatility continued to reduce the valuations of client assets, which reduced
RCMs revenue.
Revenue from Roxbury Capital Management
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Revenue (net of expenses) |
|
$ |
(0.8 |
) |
|
$ |
(0.3 |
) |
|
$ |
0.3 |
|
Roxbury Capital Management
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in billions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Assets under management |
|
$ |
1.3 |
|
|
$ |
1.3 |
|
|
$ |
2.1 |
|
Wilmington Trusts ownership position: |
|
|
|
|
|
|
|
|
|
|
|
|
Ownership of preferred profits |
|
|
30 |
% |
|
|
30 |
% |
|
|
30 |
% |
Ownership of common interests |
|
|
41.23 |
% |
|
|
41.23 |
% |
|
|
41.23 |
% |
Ownership of Class B interests |
|
|
67 |
% |
|
|
67 |
% |
|
|
25 |
% |
Combined AUM at Wilmington Trust and affiliate money managers
As noted earlier, changes in AUM at Wilmington Trust do not necessarily reflect business inflows or
outflows. In contrast, at the affiliate money managers, managed asset levels reflect business
flows as well as financial market movements.
Assets under management
|
|
|
|
|
|
|
|
|
|
|
|
|
(in billions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Wilmington Trust1 |
|
$ |
34.2 |
|
|
$ |
36.6 |
|
|
$ |
35.0 |
|
Cramer Rosenthal McGlynn |
|
|
7.4 |
|
|
|
7.8 |
|
|
|
10.9 |
|
Roxbury Capital Management |
|
|
1.3 |
|
|
|
1.3 |
|
|
|
2.1 |
|
|
Total assets under management |
|
$ |
42.9 |
|
|
$ |
45.7 |
|
|
$ |
48.0 |
|
|
|
|
1 |
|
Excludes Cramer Rosenthal McGlynn and Roxbury Capital Management. Includes estimates
of asset values that are not readily available, such as those held in limited partnerships. |
59
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
NONINTEREST EXPENSE
Total noninterest expense for the 2009 first quarter was $126.6 million. Compared to the year-ago
first quarter, this was a 10% increase, which reflected:
|
|
Higher staffing costs due to the retirement services acquisitions completed in April and
October of 2008. These acquisitions added approximately 190 staff members, and accounted for
most of the year-over-year increase in full-time-equivalent staff members. |
|
|
Higher costs due to staffing additions made throughout 2008 in the WAS family office
practice and Boston office, CCS capital markets business, and Regional Banking offices in
Maryland, New Jersey, and Pennsylvania. |
|
|
Lower incentives and bonuses, as amounts accrued were adjusted to reflect actual payments. |
|
|
Higher servicing and consulting fees and subadvisor expense associated mainly with the
retirement services acquisitions. |
|
|
Lower WAS subadvisor expense, as volatility in the financial markets led to lower
securities trading volumes and reduced the companys use of third-party investment managers. |
|
|
Higher legal expense due to ongoing litigation as well as commercial loan recovery and
foreclosure activities in the second half of 2008. |
|
|
Federal Deposit Insurance Corporation (FDIC) insurance premiums of approximately $3.2
million, which included the increase in deposit insurance premiums the FDIC instituted
industry-wide in January 2009. We expect our FDIC premium expense to be approximately $3.2
million each quarter in 2009. |
|
|
Conversion errors of approximately $2.8 million recorded in other expenses. |
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Full-time-equivalent staff members |
|
|
2,945 |
|
|
|
2,946 |
|
|
|
2,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
$ |
49.1 |
|
|
$ |
51.7 |
|
|
$ |
45.7 |
|
Incentives and benefits |
|
|
4.9 |
|
|
|
8.6 |
|
|
|
14.5 |
|
Employment benefits |
|
|
16.7 |
|
|
|
12.1 |
|
|
|
14.3 |
|
|
Total staffing-related expense |
|
$ |
70.7 |
|
|
$ |
72.4 |
|
|
$ |
74.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staffing-related expense as a percentage
of total operating expense |
|
|
56 |
% |
|
|
55 |
% |
|
|
65 |
% |
Compared to the 2008 fourth quarter, total noninterest expense decreased 4%, mainly because
incentives and bonuses were lower. Employment benefits expense was 38% higher than for the 2008
fourth quarter, as tax payments and 401(k) plan matching expense
60
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
reset at the start of the year.
In addition, pension expense increased because there was a decrease in the discount rate used in
the annual pension valuation.
The FDIC intends to make a special industry-wide assessment in June 2009. Currently this special
assessment is projected to be 0.10% of total deposit balances, which would add approximately $8.4
million to our insurance expense for the 2009 second quarter. The FDIC has not finalized its plans
for this special assessment, and the corresponding expense could be higher or lower than what we
currently anticipate.
INCOME TAXES
Our effective tax rate for the 2009 first quarter was 33.94%, compared with 35.41% for the 2008
first quarter. For more information about our income taxes, read Note
12, Income taxes, in this
report.
CAPITAL RESOURCES
We manage capital to meet or exceed appropriate standards of financial safety and soundness, comply
with existing and impending regulatory requirements, and provide for future growth. We review our
capital position and make adjustments as needed to ensure we can achieve these goals. Our wholly
owned bank subsidiaries are the main users of our capital, and they are subject to regulatory
capital requirements. The advisory businesses are not as capital-intensive, and they are not
subject to regulatory capital requirements, although some of our trust agreements include specific
capital requirements.
Capital strength
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months ended |
|
Year ended |
|
3 months ended |
(Dollars in millions) |
|
3/31/09 |
|
12/31/08 |
|
3/31/08 |
|
Common stockholders equity (period end) |
|
$ |
1,014.3 |
|
|
$ |
1,012.4 |
|
|
$ |
1,143.5 |
|
Common stockholders equity (on average) |
|
$ |
1,008.2 |
|
|
$ |
1,085.2 |
|
|
$ |
1,125.5 |
|
Return on average common stockholders
equity (annualized) |
|
|
6.92 |
% |
|
|
(2.26) |
% |
|
|
14.79 |
% |
Return on average assets (annualized) |
|
|
0.58 |
% |
|
|
(0.21) |
% |
|
|
1.47 |
% |
Capital generation rate (annualized) |
|
|
0.49 |
% |
|
|
(10.36) |
% |
|
|
6.78 |
% |
Dividend payout ratio |
|
|
68.6 |
% |
|
|
|
% |
|
|
54.35 |
% |
Our capital includes $330.0 million of Wilmington Trust Series A preferred stock and warrants sold
to the U.S. Department of the Treasury under the Capital Purchase Program (CPP) in December 2008.
We will pay a 5% dividend on this preferred stock annually until 2013, and 9% annually thereafter.
The Series A preferred stock qualifies as Tier 1 capital, has no maturity date, and ranks senior to
our common stock for dividend payments and other matters. Full details of our participation in the
CPP and its terms are in a
61
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
prospectus supplement and amended shelf registration statement dated
January 12, 2009, which are available on www.wilmingtontrust.com in the Investor Relations section
under SEC filings.
For accounting purposes, we allocated the $330.0 million we received under the CPP to the preferred
stock and stock warrants, based on their relative estimated fair values. In order to record the
value of the stock warrants, we recorded a corresponding discount on the preferred stock, which we
will accrete over a five-year period that began on December 12, 2008. Along with the dividends on
the preferred stock, we deduct the accretion of the discount from net income to arrive at net
income available to common shareholders. For the 2009 first quarter, the accretion of the discount
was $0.5 million.
Preferred stock dividends
|
|
|
|
|
|
|
|
|
(in millions) |
|
3 months ended 3/31/09 |
|
12 months ended 12/31/08 |
|
Net income/(loss) |
|
$ |
21.8 |
|
|
$ |
(23.6 |
) |
Preferred stock dividends and accretion of discount |
|
|
4.6 |
|
|
|
0.9 |
|
|
Net income/(loss) available to common shareholders |
|
$ |
17.2 |
|
|
$ |
(24.5 |
) |
The U.S. government has placed some dividend and share repurchase restrictions on banks that
participate in the CPP. For more information about these restrictions, our capital position in
general, and our dividends, read the executive summary in this report and the capital resources
discussion and Note 16, Capital, in our 2008 Annual Report to Shareholders.
Regulatory capital ratios
All of our regulatory capital ratios were higher at March 31, 2009, than at the end of any
quarterly reporting period in 2008, and all continued to exceed the amounts required by the Federal
Reserve Board to be considered a well-capitalized institution. The Federal Reserves guidelines
are intended to reflect the varying degrees of risk associated with different on- and
off-balance-sheet items. For more information about these guidelines, read the capital resources
discussion and Note 16, Capital, in our 2008 Annual Report to Shareholders.
Our capital ratios improved from the year-end 2008 levels mainly because:
|
|
Our positive first quarter results added capital. |
Regulatory capital ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At |
|
At |
|
At |
|
Minimum to be |
|
Minimum to be |
|
|
3/31/09 |
|
12/31/08 |
|
3/31/08 |
|
adequately capitalized |
|
well capitalized |
|
Total risk-based capital |
|
|
14.15 |
% |
|
|
13.97 |
% |
|
|
11.17 |
% |
|
|
8 |
% |
|
|
10 |
% |
Tier 1 risk-based capital |
|
|
9.40 |
% |
|
|
9.24 |
% |
|
|
7.73 |
% |
|
|
4 |
% |
|
|
6 |
% |
Tier 1 leverage capital |
|
|
9.02 |
% |
|
|
8.77 |
% |
|
|
7.23 |
% |
|
|
4 |
% |
|
|
5 |
% |
62
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Regulatory capital dollar amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Total risk-based capital |
|
$ |
1,614.3 |
|
|
$ |
1,600.3 |
|
|
$ |
1,158.1 |
|
Tier 1 risk-based capital |
|
|
1,072.7 |
|
|
|
1,058.3 |
|
|
|
802.0 |
|
Tier 1 leverage capital |
|
|
1,072.7 |
|
|
|
1,058.3 |
|
|
|
802.0 |
|
Changes
to capital attributable to Wilmington Trust Corporation
During the first three months of 2009, we added $24.5 million to capital, which consisted of:
|
|
$21.8 million of net income. |
|
|
A credit to capital surplus of $1.5 million of stock-based compensation expense, net of
taxes. |
|
|
A $1.2 million adjustment to the SERP. |
Offsetting these additions was a $22.1 million reduction in capital, which consisted of:
|
|
$14.7 million of dividends paid. |
|
|
A $4.8 million reclassification adjustment for
securities gains included in net income,
net of taxes. |
|
|
A $2.1 million reclassification from accumulated other comprehensive income into earnings
of discontinued cash flow hedges, net of taxes. |
|
|
$0.4 million in foreign currency adjustments. |
|
|
$0.1 million for the acquisition of treasury stock. |
Share repurchase program
Our current share repurchase plan, which was authorized by our Board of Directors in April 2002,
permits us to buy back up to 8 million shares of Wilmington Trust common stock. Our share
repurchase activity reflects how we choose to deploy capital, and our decisions are not driven
solely by share price.
We did not repurchase any of our shares under this program during the first three months of 2009.
It is unlikely that we will repurchase any of our shares under this program during 2009.
63
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Current 8-million-share repurchase plan activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Number of shares repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
Average price per share repurchased |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total cost of shares repurchased |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total shares purchased under current plan |
|
|
3,043,796 |
|
|
|
3,043,796 |
|
|
|
3,043,796 |
|
Shares available for repurchase at period end |
|
|
4,956,204 |
|
|
|
4,956,204 |
|
|
|
4,956,204 |
|
Figures in the table above do not match the figures reported under Part II, Item 2, in this report,
because those figures include shares we receive when recipients of stock-based compensation
exercise their options. We consider those types of share acquisitions to be outside the parameters
of our authorized share repurchase plan, because those shares are not trading on the open market
when we acquire them.
LIQUIDITY AND FUNDING
As a bank holding company, we need funding and liquidity to support operating and investing
activities, comply with regulatory requirements, and minimize the risk of having insufficient funds
to conduct business. We believe our liquidity position is strong because our capital ratios
demonstrate that we are well capitalized, and because we have access to diverse sources of funding.
This diversity mitigates our liquidity risk and gives us the ability to adjust the mix and amount
of funding as we deem appropriate.
We monitor our existing and projected liquidity requirements continually. We believe our liquidity
management practices give us the flexibility to react to changes that might affect our liquidity
adversely. To manage the risk of having insufficient liquidity, we:
|
|
Follow policies established by our Asset/Liability Committee and approved by our Board of
Directors. |
|
|
Use a wholesale funding coverage ratio, which expresses liquid assets and other dedicated funding
sources as a percentage of wholesale liabilities. We calculate this ratio monthly using
three-, six-, and 12-month time horizons. |
We categorize our liquidity risk into three levels that consider various internal and external
scenarios:
|
|
Level I: The operating environment is normal and there are no funding pressures. |
|
|
Level II: The potential for funding difficulties exists. |
|
|
Level III: The composition of our balance sheet has created a
high level of liquidity risk. |
For information on what constitutes these scenarios, specified courses of action if Level II or
Level III scenarios were to occur, and our liquidity and funds management practices in general,
read the discussion of liquidity and funding in our 2008 Annual Report to Shareholders.
64
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Factors or conditions that could affect our liquidity position include changes in:
|
|
The types of assets and liabilities on our balance sheet. |
|
|
Our investment, loan, and deposit balances. |
A significant change in our financial performance or credit ratings could reduce the availability
or increase our cost of funding. In addition, our liquidity position could be affected adversely
if economic conditions limit the range of capital-raising options available to us and/or our
ability to sell certain types of investment securities.
Liquidity in the first three months of 2009
At March 31, 2009, we were operating within Level I parameters of liquidity risk, the same as at
year-end 2008, and our sources of liquidity remained diversified.
Sources of liquidity
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
Core deposit balances |
|
$ |
6,463.7 |
|
|
$ |
5,983.5 |
|
National
brokered CDs |
|
|
1,811.9 |
|
|
|
2,432.9 |
|
Short-term borrowings |
|
|
1,011.8 |
|
|
|
1,617.2 |
|
Long-term debt |
|
|
469.3 |
|
|
|
468.8 |
|
Wilmington
Trust stockholders equity |
|
|
1,336.3 |
|
|
|
1,333.9 |
|
Investment securities |
|
|
916.4 |
|
|
|
1,373.3 |
|
Unused borrowing capacity from lines of credit with U.S. financial institutions |
|
|
50.0 |
|
|
|
80.0 |
|
Unused borrowing capacity secured with collateral from the
Federal Home Loan Bank of Pittsburgh (FHLB)1 |
|
|
970.8 |
|
|
|
665.3 |
|
Unused borrowing capacity secured with collateral from the Federal Reserve |
|
|
3,970.6 |
|
|
|
4,498.4 |
|
Total |
|
$ |
17,000.8 |
|
|
$ |
18,453.3 |
|
|
|
|
1 |
|
The FHLB adjusts our
borrowing capacity quarterly, but we do not receive the adjustment calculations until after
the filing dates of our quarterly and annual reports. The amounts
noted are based on financial information as of December 31, 2008, and
September 30, 3008, respectively. Wilmington Trust Company and Wilmington
Trust FSB are FHLB members. |
For more information about our long-term debt and lines of credit, read Note 11, Borrowings, in
this report.
65
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Credit ratings
Fitch Ratings, Moodys Investors Service, and Standard & Poors each downgraded the credit ratings
of Wilmington Trust Corporation and Wilmington Trust Company from the year-end 2008 levels. We do
not expect these downgrades to have any significant effect on our operations, financial condition,
or business prospects.
Wilmington Trust Corporation credit ratings
|
|
|
|
|
|
|
|
|
|
|
Moodys Investors |
|
|
|
|
Fitch Ratings |
|
Service |
|
Standard & Poors |
|
|
(As of 2/02/09) |
|
(As of 4/24/09) |
|
(As of 5/04/09) |
|
Outlook
|
|
Negative
|
|
Negative
|
|
Credit Watch/Negative |
Issuer rating (long-term/short-term)
|
|
A/F1
|
|
Baa3 / *
|
|
BBB +/ A-2 |
Subordinated debt
|
|
A-
|
|
Ba1
|
|
BBB |
|
|
|
* |
|
No rating in this category. |
Wilmington Trust Company credit ratings
|
|
|
|
|
|
|
|
|
|
|
Moodys Investors |
|
|
|
|
Fitch Ratings |
|
Service |
|
Standard & Poors |
|
|
(As of 2/02/09) |
|
(As of 4/24/09) |
|
(As of 5/04/09) |
|
Outlook
|
|
Negative
|
|
Negative
|
|
CreditWatch/Negative |
Bank financial strength
|
|
B
|
|
C-
|
|
* |
Issuer rating (long-term/short-term)
|
|
A/F1
|
|
Baa2
|
|
A-/A-2 |
Bank deposits (long-term/short-term)
|
|
A+/F1
|
|
Baa2/P-2
|
|
A-/A-2 |
|
|
|
* |
|
No rating in this category. |
Funding
Our funding strategy is to use a mix of core deposits and non-core funding. Core deposits are
deposits made by clients. Non-core funding consists of national
brokered CDs and
short-term borrowings.
This funding strategy supports our Regional Banking business model. We make commercial loans
throughout the mid-Atlantic region, but we gather core deposits primarily in Delaware, where our
consumer banking activities are focused.
66
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Using non-core funding:
|
|
Is a cost-effective way to add funding without having to incur the expense of a large-scale
expansion of our branch office network outside Delaware. |
|
|
Helps us manage interest rate risk. We can match the repricing characteristics of our
floating rate loans more easily with non-core funding, since it typically matures more quickly
than deposits from clients. The mix between national brokered CDs and
short-term borrowings can change over time and is dependent on our
maturity and pricing needs. |
As we expand our commercial banking business throughout the mid-Atlantic region, we expect that:
|
|
Loan growth will continue to outpace core deposit growth. |
|
|
We will continue to use a blend of core and non-core funding to support loan growth. |
For a comparison of core and non-core funding rates, see the quarterly analysis of net interest
income in this report. For more information about how we manage interest rate risk, read the
Quantitative Disclosures about Market Risk section of this report.
During the first three months of 2009, core deposits continued to be our primary source of funding.
Funding (on average)
|
|
|
|
|
|
|
|
|
For the first three months of |
|
2009 |
|
2008 |
|
Percentage from core deposits |
|
|
60 |
% |
|
|
53 |
% |
Percentage from non-core funding: |
|
|
|
|
|
|
|
|
Percentage
from national brokered CDs |
|
|
20 |
% |
|
|
29 |
% |
Percentage from short-term borrowings |
|
|
20 |
% |
|
|
18 |
% |
|
Total percentage from non-core funding |
|
|
40 |
% |
|
|
47 |
% |
Loan-to-deposit ratio |
|
|
1.20 |
% |
|
|
1.09 |
% |
ASSET QUALITY, LOAN LOSS RESERVE, AND LOAN LOSS PROVISION
Most of the assets on our balance sheet are loans and investment securities, which we discuss
elsewhere in this report. The goodwill on our balance sheet is associated primarily with
acquisitions we have made and our investments in CRM and RCM.
At March 31, 2009, loans accounted for 82% of our assets, and most of our asset quality remained
tied to loan, or credit, quality.
67
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Credit risk
Lending money entails certain risks. When we make a loan, we make subjective judgments about the
borrowers ability to repay the loan. No matter how financially sound a client or lending decision
may seem, a borrowers ability to repay can be affected adversely by economic changes and other
external factors.
To mitigate credit risk, we:
|
|
Employ rigorous loan underwriting standards and apply them consistently. |
|
|
Prefer to grow loan balances ourselves, using our own underwriting standards, instead of
purchasing loans or acquiring other banks. |
|
|
Make the majority of our loans within Regional Bankings mid-Atlantic geographic footprint,
in markets we know well. |
|
|
Focus on building long-term relationships with clients, instead of merely increasing
transaction volumes. |
|
|
Maintain a loan portfolio that is diversified among different types of commercial and
consumer loans. |
|
|
Monitor the loan portfolio to identify potential problems and to avoid disproportionately
high concentrations in any single industry sector or to any one borrower. |
|
|
Regularly review all past-due loans, loans not being repaid according to contractual terms,
and loans we doubt will be paid on a timely basis. |
|
|
Perform an internal risk rating analysis that classifies all loans outstanding into one of
four categories of risk. We apply these classifications consistently and we analyze
migrations within the classifications quarterly. |
|
|
Typically obtain collateral and personal guarantees from commercial borrowers. |
For more information about credit and other risks, read the risk discussion in our 2008 Annual
Report to Shareholders and Item 1A in our Form 10-K for 2008.
We believe the most relevant measure of credit quality is the net charge-off ratio, because:
|
|
It presents loan losses in the context of our lending activities overall and changes in
loan balances. |
|
|
Other measures of credit quality do not convey the nature of our client relationships, our
efforts to help clients resolve problems, and our pursuit of repayment even after we classify
a loan as nonaccruing or charge it off. |
Credit quality in the first three months of 2009
Credit metrics were mixed for the 2009 first quarter. Net charge-offs and loans past due 90 days
or more decreased from year-end 2008, but nonperforming asset levels increased. On a percentage
basis, the composition of the loan portfolio was relatively unchanged.
68
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Composition of loan portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial, financial, and agricultural |
|
|
29 |
% |
|
|
31 |
% |
|
|
30 |
% |
Commercial real estate/construction |
|
|
21 |
% |
|
|
20 |
% |
|
|
21 |
% |
Commercial mortgage |
|
|
21 |
% |
|
|
19 |
% |
|
|
18 |
% |
Residential mortgage |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Home equity |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Indirect loans |
|
|
9 |
% |
|
|
9 |
% |
|
|
10 |
% |
Credit card |
|
|
1 |
% |
|
|
1 |
% |
|
|
1 |
% |
Other consumer |
|
|
1 |
% |
|
|
2 |
% |
|
|
2 |
% |
Secured with investments |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
Net charge-offs
Total net charge-offs were $21.2 million, down from $25.5 million for the 2008 fourth quarter, as
commercial construction, commercial mortgage, and retail net charge-offs all decreased.
Net charge-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Net charge-offs |
|
$ |
21.2 |
|
|
$ |
25.5 |
|
|
$ |
4.7 |
|
Quarterly net charge-off ratio (not annualized) |
|
|
0.22 |
% |
|
|
0.27 |
% |
|
|
0.05 |
% |
For more detail on net charge-offs, see the loan loss reserve discussion in this section of this
report.
Loans past due 90 days or more
Loans past due 90 days or more decreased 14% from the 2008 fourth quarter. A small uptick in
past-due commercial mortgage loans was more than offset by decreases in the other loan categories.
The ratio of loans past due 90 days or more was 31 basis points, down 5 basis points from year-end
2008.
Loans past due 90 days or more
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial, financial, and agricultural |
|
$ |
3.9 |
|
|
$ |
8.4 |
|
|
$ |
3.7 |
|
Commercial real estate/construction |
|
|
3.8 |
|
|
|
4.8 |
|
|
|
0.3 |
|
Commercial mortgage |
|
|
2.6 |
|
|
|
1.6 |
|
|
|
|
|
Consumer and other retail |
|
|
19.1 |
|
|
|
19.5 |
|
|
|
10.6 |
|
|
Total loans past due 90 days or more |
|
$ |
29.4 |
|
|
$ |
34.3 |
|
|
$ |
14.6 |
|
Past due loan ratio |
|
|
0.31 |
% |
|
|
0.36 |
% |
|
|
0.17 |
% |
69
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Nonperforming assets
Nonaccruing loans were $230.1 million, which was $33.8 million, or 17%, higher than at year-end
2008. Most of this increase was in commercial, financial, and agricultural loans, and resulted
from economic pressures, not underwriting inadequacies.
More than 60% of the increase in nonaccruing loans came from a commercial loan to an auto dealer
experiencing cash flow problems, which are resulting mainly from personal spending habits rather
than problems at the dealership to which we have extended credit. Most of the rest of the first
quarter increase in nonaccruing loans came from a commercial client who operates a chain of
restaurants in the mid-Atlantic region.
Our nonaccruing loan balances reflect our desire to work with clients to resolve repayment
problems, instead of charging off problem loans quickly. Consequently, on a comparative basis, our
nonaccruing loan balances may be higher than those of other banks, but we believe this course of
action minimizes net charge-offs.
Nonperforming assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Nonaccruing loans: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
$ |
64.4 |
|
|
$ |
41.2 |
|
|
$ |
25.6 |
|
Commercial real estate/construction |
|
|
114.2 |
|
|
|
112.7 |
|
|
|
9.9 |
|
Commercial mortgage |
|
|
28.3 |
|
|
|
21.7 |
|
|
|
8.2 |
|
Consumer and other retail |
|
|
23.2 |
|
|
|
20.7 |
|
|
|
9.7 |
|
|
Total nonaccruing loans |
|
$ |
230.1 |
|
|
$ |
196.3 |
|
|
$ |
53.4 |
|
Renegotiated loans |
|
$ |
1.2 |
|
|
$ |
0.1 |
|
|
$ |
24.1 |
|
Total nonaccruing and renegotiated loans |
|
$ |
231.3 |
|
|
$ |
196.4 |
|
|
$ |
77.5 |
|
|
Other real estate owned (OREO) |
|
$ |
19.8 |
|
|
$ |
14.5 |
|
|
$ |
0.2 |
|
Total nonperforming assets |
|
$ |
251.1 |
|
|
$ |
210.9 |
|
|
$ |
77.7 |
|
|
Nonperforming asset ratio |
|
|
2.67 |
% |
|
|
2.19 |
% |
|
|
0.88 |
% |
Other real estate owned (OREO) increased $5.3 million from the year-end 2008 amount to $19.8
million. Approximately 74% of this increase was associated with a single-family housing
development in central Delaware. The other major components of OREO at
70
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
March 31, 2009, were an income-producing hotel and retail property in Ocean City, Maryland, and a
luxury home development in Montgomery County, Pennsylvania. Our foreclosures on both of these
properties occurred in the second quarter of 2008.
Although the market often views OREO negatively, we view moving properties to OREO as a positive
step in the loan work-out process, because:
|
|
We gain control of the situation. |
|
|
Negotiations with the borrower cease. |
|
|
Legal expenses for loan collection efforts cease. |
|
|
We gain the ability to facilitate disposition of the property and recover our cash. |
|
|
We can then redeploy that cash into loans or other earning assets. |
Serious-doubt loans
Serious-doubt loans are loans that:
|
|
We think have a high probability of becoming nonperforming loans in the future. |
|
|
Were performing in accordance with their contractual terms, or were fewer than 90 days past
due, when we classified them as serious-doubt loans. |
At March 31, 2009, serious-doubt loans totaled $52.6 million. This was $57.3 million, or 52%, less
than at year-end 2008. Two commercial credits accounted for almost all of this decrease. One was
the previously mentioned auto dealer loan, which was transferred to nonaccruing status. The other
was an agricultural loan whose outlook improved over the quarter.
Serious-doubt loans
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Commercial, financial, and agricultural |
|
$ |
30.0 |
|
|
$ |
82.9 |
|
|
$ |
37.7 |
|
Commercial real estate/construction |
|
|
4.9 |
|
|
|
8.4 |
|
|
|
5.7 |
|
Commercial mortgage |
|
|
13.2 |
|
|
|
15.0 |
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and other retail |
|
|
1.5 |
|
|
|
0.6 |
|
|
|
4.5 |
|
Contingency allocation |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
|
Total serious-doubt loans |
|
$ |
52.6 |
|
|
$ |
109.9 |
|
|
$ |
50.9 |
|
Serious-doubt loan ratio |
|
|
0.56 |
% |
|
|
1.14 |
% |
|
|
0.58 |
% |
Most of our serious-doubt loans are commercial loans to a variety of clients with light
manufacturing, service, and retail businesses.
71
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Internal risk rating analysis
Although the amount of serious-doubt loans decreased from year-end 2008, economic conditions in the
mid-Atlantic region remained fragile, which led to additional downgrades in the internal risk
rating analysis. Downgrades occurred primarily in the commercial, financial, and agricultural;
commercial real estate/construction; and commercial mortgage portfolios.
Internal risk rating analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Pass |
|
|
88.60 |
% |
|
|
90.80 |
% |
|
|
95.62 |
% |
Watchlisted |
|
|
6.39 |
% |
|
|
5.20 |
% |
|
|
2.98 |
% |
Substandard |
|
|
4.99 |
% |
|
|
3.99 |
% |
|
|
1.39 |
% |
Doubtful |
|
|
0.02 |
% |
|
|
0.01 |
% |
|
|
0.01 |
% |
Provision and reserve for loan losses
The loan loss provision for the 2009 first quarter was $29.5 million, which was higher than for the
2008 first quarter, but $38 million, or 56%, less than for the 2008 fourth quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2009 Q1 |
|
2008 Q4 |
|
2008 Q1 |
|
Provision for loan losses |
|
$ |
29.5 |
|
|
$ |
67.5 |
|
|
$ |
10.0 |
|
The reserve for loan losses rose 6% from year-end 2008 to $167.0 million. This brought the loan
loss reserve ratio to 1.77%, compared with 1.63% at year-end 2008.
Net charge-offs and the reserve for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Balance at the beginning of the period |
|
$ |
157.1 |
|
|
$ |
122.2 |
|
|
$ |
101.1 |
|
Loans charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
(7.6 |
) |
|
|
(4.1 |
) |
|
|
(0.7 |
) |
Commercial real estate/construction |
|
|
(2.4 |
) |
|
|
(8.0 |
) |
|
|
(0.3 |
) |
Commercial mortgage |
|
|
(0.3 |
) |
|
|
(0.9 |
) |
|
|
|
|
Consumer and other retail |
|
|
(12.8 |
) |
|
|
(13.7 |
) |
|
|
(5.4 |
) |
|
Total loans charged off |
|
$ |
(23.1 |
) |
|
$ |
(26.7 |
) |
|
$ |
(6.4 |
) |
72
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Recoveries on loans previously charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Commercial real estate/construction |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and other retail |
|
|
1.7 |
|
|
|
1.1 |
|
|
|
1.6 |
|
|
Total recoveries |
|
$ |
1.9 |
|
|
$ |
1.2 |
|
|
$ |
1.7 |
|
Net loans charged off: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural |
|
|
(7.4 |
) |
|
|
(4.0 |
) |
|
|
(0.6 |
) |
Commercial real estate/construction |
|
|
(2.4 |
) |
|
|
(8.0 |
) |
|
|
(0.3 |
) |
Commercial mortgage |
|
|
(0.3 |
) |
|
|
(0.9 |
) |
|
|
|
|
Consumer and other retail |
|
|
(11.1 |
) |
|
|
(12.6 |
) |
|
|
(3.8 |
) |
|
Total net loans charged off |
|
$ |
(21.2 |
) |
|
$ |
(25.5 |
) |
|
$ |
(4.7 |
) |
Transfers from/(to) reserve for lending commitments |
|
|
1.6 |
|
|
|
(7.1 |
) |
|
|
|
|
Provision charged to operations |
|
|
29.5 |
|
|
|
67.5 |
|
|
|
10.0 |
|
|
Balance at the end of the period |
|
$ |
167.0 |
|
|
$ |
157.1 |
|
|
$ |
106.4 |
|
|
Reserve for lending commitments in other liabilities * |
|
$ |
5.5 |
|
|
$ |
7.1 |
|
|
$ |
|
|
Quarterly net charge-off ratio (not annualized) |
|
|
0.22 |
% |
|
|
0.27 |
% |
|
|
0.05 |
% |
Loan loss reserve ratio |
|
|
1.77 |
% |
|
|
1.63 |
% |
|
|
1.21 |
% |
|
|
|
* |
|
We transferred the reserve for lending commitments to other liabilities as of December 31, 2008.
We did not reclassify prior periods. |
We reserve an amount for loan losses that represents our best estimate of known and inherent
estimated losses and we make subjective judgments about amounts we might be able to recover. We
also consider loan growth, the results of the internal risk rating analysis, the levels of loan
recoveries and repayments, the stability of the mid-Atlantic regional economy, market interest
rates, and regulatory guidelines. For more information about how we establish and account for the
loan loss reserve, read Note 2, Summary of significant accounting policies, in our 2008 Annual
Report to Shareholders.
The reserve and provision for loan losses do not necessarily increase in conjunction with loan
growth, because newly added loans do not automatically carry the same or a higher degree of risk
than loans already in the portfolio.
73
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
DERIVATIVES, HEDGING INSTRUMENTS, OTHER OFF-BALANCE-SHEET ARRANGEMENTS, AND OTHER CONTRACTUAL
OBLIGATIONS
We use a variety of financial instruments and contracts to help us manage capital, liquidity,
interest rate risk, credit risk, and other aspects of our day-to-day operations. As permissible
under regulatory guidelines, we include these instruments in our calculations of regulatory
risk-based capital ratios. For more information about these instruments and contracts, read the
discussion that begins on page 59 of our 2008 Annual Report to Shareholders.
The derivative instruments we use are primarily interest rate swap and interest rate floor
contracts. These instruments help us manage the effects of fluctuating interest rates on net
interest income. We also use interest rate swap contracts to help commercial loan clients manage
their interest rate risk. We do not hold or issue derivative financial instruments for trading
purposes.
When we enter into an interest rate swap contract with a commercial loan client, we simultaneously
enter into a mirror swap contract in the same amount with a third party. This practice allows a
client to swap floating rates for fixed rates. We then mirror the client swap by swapping, with a
third party, the fixed rate for a floating rate. We retain the associated credit risk in these
transactions.
At March 31, 2009, we had interest rate swap contracts associated with loans to clients with a
total notional amount of $2,530.0 million. For more information about our derivative and hedging
instruments, read Note 6, Derivatives and hedging activities, in this report.
Other contractual obligations
|
|
|
|
|
|
|
|
|
(in millions) |
|
At 3/31/09 |
|
At 12/31/08 |
|
FHLB loan1 |
|
$ |
28.0 |
|
|
$ |
28.0 |
|
Lease commitments for offices, net of sublease arrangements2 |
|
|
75.6 |
|
|
|
72.6 |
|
Certificates of deposit |
|
|
3,102.5 |
|
|
|
3,736.1 |
|
Letters of credit, unfunded loan commitments, and unadvanced lines of
credit |
|
|
3,646.6 |
|
|
|
3,667.3 |
|
|
|
|
1 |
|
We used these funds to construct Wilmington Trust Plaza, our operations center in
downtown Wilmington, Delaware, which was completed in 1998. |
|
2 |
|
These lease commitments are for many of our branch offices in Delaware, all of our
branch offices outside of Delaware, and all of our non-branch offices outside of Delaware. |
74
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Amount and duration of payments due on current contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Total |
|
Less than 1 year |
|
1 to 3 years |
|
3 to 5 years |
|
More than 5 years |
|
Certificates of deposit |
|
$ |
3,102.5 |
|
|
$ |
2,722.8 |
|
|
$ |
221.6 |
|
|
$ |
153.9 |
|
|
$ |
4.2 |
|
Debt obligations |
|
|
478.0 |
|
|
|
|
|
|
|
28.0 |
|
|
|
250.0 |
|
|
|
200.0 |
|
Interest on debt obligations |
|
|
205.6 |
|
|
|
37.9 |
|
|
|
52.5 |
|
|
|
47.2 |
|
|
|
68.0 |
|
Operating lease obligations |
|
|
75.6 |
|
|
|
13.4 |
|
|
|
21.9 |
|
|
|
15.8 |
|
|
|
24.5 |
|
Benefit plan obligations |
|
|
2.8 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,864.5 |
|
|
$ |
2,776.9 |
|
|
$ |
324.0 |
|
|
$ |
466.9 |
|
|
$ |
296.7 |
|
The debt obligations in the table above consist of:
|
|
$250.0 million of subordinated long-term debt that was issued in 2003, was used for general
liquidity purposes, and is due in 2013. |
|
|
$200.0 million of subordinated long-term debt that was issued on April 1, 2008, and is due
on April 2, 2018. We used part of the proceeds of this issue to repay an aggregate principal
amount of $125.0 million in subordinated long-term debt that expired on May 1, 2008, and to
fund, in part, the acquisition of AST Capital Trust Company. We intend to use the remaining
proceeds for general corporate purposes. |
|
|
FHLB advances of $28.0 million. |
Both of our issues of subordinated long-term debt are included in the Long-term debt line of our
balance sheet.
Contractual obligations in the table above do not include uncertain tax liabilities that we have
not paid. At March 31, 2009, we had unrecognized tax benefits that, if recognized, would affect
our effective tax rate in future periods. The amounts that we ultimately may pay, as well their
timing, remain uncertain. For more information on our income taxes, read Note 12, Income taxes,
in this report, and Note 20, Income taxes, in our 2008 Annual Report to Shareholders.
Our agreements with CRM, RCM, and Grant Tani Barash & Altman permit principal members and
designated key employees of each firm, subject to certain restrictions, to put (relinquish) their
interests in their respective firms to us. For more information about these agreements, read
Note 4, Affiliates and acquisitions, in our 2008 Annual Report to Shareholders.
OTHER INFORMATION
ACCOUNTING PRONOUNCEMENTS
For a discussion of the effects of recent accounting pronouncements on our financial condition and
results of operations, read Note 14, Accounting pronouncements, in this report.
75
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies conform with U.S. generally accepted accounting principles (GAAP),
and with reporting practices prescribed for the banking industry. We maintain our accounting
records and prepare our financial statements using the accrual basis of accounting. In applying
our critical accounting policies, we make estimates and assumptions about revenue recognition, the
reserve for loan losses, stock-based employee compensation, investment securities valuations,
goodwill impairment, loan origination fees, income taxes, and other items. For more information
about our critical accounting policies, read:
|
|
Note 2, Summary of significant accounting policies, in our 2008 Annual Report to
Shareholders; |
|
|
Note 1, Accounting and reporting policies, in this report; and |
|
|
Note 14, Accounting pronouncements, in this report. |
CAUTIONARY STATEMENT
This report contains estimates, predictions, opinions, and other statements that might be construed
as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These
statements include references to our financial goals, dividend policy, financial and business
trends, new business results and outlook, business prospects, market positioning, pricing trends,
strategic initiatives, credit quality and the reserve for loan losses, the effects of changes in
market interest rates, the effects of changes in securities valuations, the effects of accounting
pronouncements, and other internal and external factors that could affect our financial
performance.
These statements are based on a number of assumptions, estimates, expectations, and assessments of
potential developments, and are subject to various risks and uncertainties that could cause our
actual results to differ from our expectations. Our ability to achieve the results reflected in
these statements could be affected adversely by, among other things, changes in national or
regional economic conditions; changes in market interest rates; fluctuations in equity or fixed
income markets; significant changes in banking laws or regulations; changes in accounting policies,
procedures, or guidelines; increased competition for business; higher-than-expected credit losses;
the effects of acquisitions; the effects of integrating acquired entities; a substantial and
permanent loss of either client accounts and/or assets under management at Wilmington Trust and/or
our affiliate money managers, Cramer Rosenthal McGlynn and Roxbury Capital Management; changes in
the regulatory, judicial, legislative, or tax treatment of business transactions; new litigation or
developments in existing litigation; and economic uncertainty created by unrest in other parts of
the world.
76
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The normal course of business exposes us to a variety of operational, reputational, legal, and
regulatory risks, which we monitor closely to safeguard our clients assets and our companys
assets. All of these risks could affect our financial performance and condition adversely.
Our primary risks are:
|
|
Credit risk: the risk that borrowers will be unable to repay their loans. For more
information about this, read the credit quality discussion in this report. |
|
|
Interest rate risk: the risk that fluctuations in market interest rates could decrease the
profitability of floating rate loans, compress the net interest margin, and reduce net
interest income. |
|
|
Financial market risk: the risk that volatility in the financial markets might reduce the
market valuations of assets in client portfolios, which could decrease fee income, and/or in
our investment securities portfolio, which could require us to record securities losses. |
|
|
Economic risk: the risk that economic conditions might affect our ability to conduct
business. |
For more information about these risks, read the risk discussions that begin on page 42 and page
138 in our 2008 Annual Report to Shareholders.
Market interest rates present more risk to us than inflation. As a financial institution, nearly
all of our assets and liabilities are monetary in nature. Their values are more likely to be
eroded by changes in market interest rates than by the effects of inflation on currency valuations.
INTEREST RATE RISK
Changes in market interest rates, and the pace at which they occur, can affect the yields we earn
on loans and investments and the rates we pay on deposits and other borrowings. These changes can
compress our net interest margin and reduce net interest income.
Our interest rate risk position is asset sensitive:
|
|
We have more floating rate assets than floating rate liabilities. |
|
|
Following changes in market interest rates, our floating rate assets reprice more quickly
than our floating rate liabilities. |
|
|
The pricing adjusts on most of our floating rate loans within 30 to 45 days of a rate
change. |
|
|
For our floating rate liabilities, it typically takes 90 to 120 days for the corresponding
adjustments in price to occur. |
|
|
Some categories of core deposits may take even longer to reprice, depending on their
maturities. |
In general, being asset sensitive means that:
77
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
In a rising market interest rate environment, our net interest income is more likely to
increase. |
|
|
In a declining market interest rate environment, our net interest income is more likely to
decrease. |
Our interest rate risk management objective is to minimize reductions in net interest income that
might result from changes in market interest rates. To mitigate interest rate risk, we:
|
|
Maintain a mix of assets and liabilities that gives us flexibility in a dynamic
marketplace. |
|
|
Manage the relative proportion of fixed and floating rate assets and liabilities so we can
manage their repricing characteristics as closely as possible. |
|
|
Use a blend of core deposits and non-core funding. For more information about this, read
the liquidity and funding discussion in this report. |
|
|
Manage the size of our investment securities portfolio and the mix of instruments in it.
For more information about this, read the investment securities discussion in this report. |
|
|
Sell most newly originated fixed rate residential mortgages into the secondary market. By
limiting the fixed rate residential mortgages in our loan portfolio, we eliminate much of the
long-term risk inherent in holding instruments with fixed rates and 15- to 30-year maturities. |
|
|
Prefer to manage our exposure to fixed rate mortgages in our investment securities
portfolio. The mortgage-backed instruments in our investment securities portfolio typically
have shorter maturity and duration characteristics than a portfolio of individual mortgage
loans. |
|
|
Use off-balance-sheet derivative instruments. For more information about this, read the
discussion of off-balance-sheet arrangements and contractual obligations and Note 6,
Derivative and hedging activities, in this report. |
To achieve our interest rate risk management objective, we follow guidelines set by an
asset-liability management policy that is approved annually by our Board of Directors. Under the
current policy, our objective is to limit any reduction in net interest income from changes in
market interest rates to less than 10% in any 12-month period.
The primary tool we use to assess our exposure to interest rate risk is a computer modeling
technique that simulates how gradual and sustained changes in market interest rates might affect
net interest income. We perform simulations quarterly that compare a stable interest rate
environment to multiple hypothetical interest rate scenarios. As a rule, our model employs
scenarios in which rates gradually move up or down 250 basis points over a period of 10 months.
We believe the primary measure of interest rate risk management is the net interest margin. For
more information about our interest rate risk position and management strategies, read the interest
rate risk discussion in our 2008 Annual Report to Shareholders.
78
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
Interest rate risk in the first three months of 2009
We remained asset sensitive in the first three months of 2009. Our commercial floating rate loans
continued to reprice more quickly than funding costs, but our use of non-core funding helped offset
this repricing mismatch somewhat. At March 31, 2009, approximately $5.92 billion of commercial
loans were repricing within 30 or fewer days, while approximately $2.20 billion of non-core funding
was repricing in 90 or fewer days.
Loan and deposit repricing characteristics
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of total loan balances |
|
At 3/31/09 |
|
At 12/31/08 |
|
At 3/31/08 |
|
Total loans outstanding with floating rates |
|
|
74 |
% |
|
|
74 |
% |
|
|
71 |
% |
Commercial loans with floating rates |
|
|
89 |
% |
|
|
88 |
% |
|
|
86 |
% |
Floating rate commercial loans tied to a prime rate |
|
|
55 |
% |
|
|
57 |
% |
|
|
58 |
% |
Floating rate commercial loans tied to the 30-day LIBOR |
|
|
39 |
% |
|
|
37 |
% |
|
|
35 |
% |
Non-core
funding maturing in £ 90 days |
|
|
78 |
% |
|
|
83 |
% |
|
|
81 |
% |
The net interest margin for the 2009 first quarter was 2.91%, compared with 3.37% for the 2008
first quarter and 3.34% for the 2008 fourth quarter. Changes in the margin reflected the effects
of market interest rate declines throughout 2008, especially the declines in the fourth quarter,
when the FOMC reduced short-term rates from 2.00% to a range of 0.00% to 0.25%. Assuming there is
no change in market interest rates, we expect the net interest margin to be in the 3.00% range
throughout 2009. For more information about this, read the net interest margin discussion and the
analysis of changes in interest income and expense due to volume and rate in this report.
As of March 31, 2009, our interest rate risk simulation model projected that, if short-term rates
were to increase gradually over a 10-month period in a series of moves that totaled 250 basis
points, our net interest income would increase 7.48% over the 12 months beginning March 31, 2009.
We discontinued modeling the declining rate scenario in December 2008, after the FOMC included zero
percent in its target rate range, because the declining rate scenario would have created negative
interest rates in the model.
Simulated effect of interest rate changes on net interest income
|
|
|
|
|
|
|
|
|
For the 12 months beginning |
|
March 31, 2009 |
|
December 31, 2008 |
|
Gradual increase of 250 basis points |
|
|
7.48 |
% |
|
|
4.03 |
% |
Our discussion of the interest rate risk simulation model contains forward-looking statements about
the anticipated effects on net interest income that may result from hypothetical changes in market
interest rates. Assumptions about retail deposit rates, loan prepayments, asset-backed securities,
and collateralized mortgage obligations play a significant role in our interest rate simulations.
Our assumptions about rates and the pace of changes in payments differ for assets and liabilities
in rising as well as in declining rate
79
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
environments. These assumptions are inherently uncertain, and the simulations cannot predict
precisely how actual interest rate changes might affect our net interest income.
FINANCIAL MARKET RISK
Most WAS fees, some CCS fees, and all of the revenue we receive from affiliate money managers CRM
and RCM are based on the market values of assets in client portfolios. Equity and debt markets
determine these values. Fluctuations in one or both of these markets can increase or decrease fees
that are based on asset valuations.
Two categories of WAS revenue are subject to financial market risk: trust and investment advisory
fees and mutual fund fees. Together, these fees comprised 78% of total WAS revenue for the 2009
first quarter.
Two categories of CCS revenue are subject to financial market risk: retirement services fees and
fees for institutional investment and cash management services. Together, these fees comprised 51%
of total CCS revenue for the 2009 first quarter.
Revenue subject to financial market risk
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
2009 Q1 |
|
2008 Q1 |
|
Wealth Advisory Services: |
|
|
|
|
|
|
|
|
WAS trust and investment advisory fees |
|
$ |
31.3 |
|
|
$ |
39.2 |
|
WAS mutual fund fees |
|
|
7.5 |
|
|
|
6.4 |
|
|
Total WAS fees subject to financial market risk |
|
$ |
38.8 |
|
|
$ |
45.6 |
|
Corporate Client Services |
|
|
|
|
|
|
|
|
CCS retirement services fees |
|
$ |
16.1 |
|
|
$ |
3.2 |
|
CCS investment/cash management fees |
|
|
3.9 |
|
|
|
3.3 |
|
|
Total CCS fees subject to financial market risk |
|
$ |
20.0 |
|
|
$ |
6.5 |
|
Affiliate money manager revenue |
|
|
2.2 |
|
|
|
4.3 |
|
|
Total revenue subject to financial market risk |
|
$ |
61.0 |
|
|
$ |
56.4 |
|
Total noninterest income (after amortization) |
|
$ |
110.7 |
|
|
$ |
102.8 |
|
Percent of total noninterest income subject to financial market risk |
|
|
55 |
% |
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
Total net interest and noninterest income (after amortization and the provision) |
|
$ |
159.7 |
|
|
$ |
179.7 |
|
Percent of total net interest and noninterest income subject to financial market risk |
|
|
38 |
% |
|
|
31 |
% |
The percentage of total revenue subject to financial market risk was higher for the 2009 first
quarter than for the year-ago first quarter because:
80
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART 1 FINANCIAL INFORMATION
|
|
Revenue from CCS retirement services increased due to acquisitions completed in April and
October 2008. |
|
|
Net interest income (both before and after the provision for loan losses) was lower. |
Financial markets also determine the valuations of investments in our securities portfolio. For
more information about income from the investment securities portfolio, see the quarterly analysis
of earnings in this report.
ECONOMIC RISK
Changes in economic conditions could change demand for the services we provide and, ultimately,
affect loan and deposit balances, revenue, net income, and overall results, positively or
negatively.
Among our businesses, Regional Banking has the most exposure to economic risk. Most of that risk
is tied to economic conditions within the mid-Atlantic region, where our Regional Banking business
is focused. We believe this exposure is mitigated by the regions diversified economy, which
provides a degree of economic stability and helps the region withstand the effects of downturns in
any single sector. We discuss the regional economy in more detail in the Regional Banking section
of this report.
Changes in economic conditions at the national and international level that eliminate or slow
demand for our services could affect all of our businesses, loan and deposit balances, revenue, net
income, and overall results.
OTHER RISK
For more information about our operational, fiduciary, regulatory, and legal risk, read the risk
discussions that begin on page 58 and page 138 in our 2008 Annual Report to Shareholders.
ITEM
4. CONTROLS AND PROCEDURES.
Our chairman and chief executive officer, as well as our chief financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of March 31, 2009, pursuant to
Securities Exchange Act Rule 13a-15(e). Based on that evaluation, they concluded that our
disclosure controls and procedures were effective in alerting them on a timely basis to any
material information about our company (including our consolidated subsidiaries) that we are
required to include in the periodic filings we make with the Securities and Exchange Commission.
There was no change in our internal control over financial reporting during the first quarter of
2009 that materially affected, or is reasonably likely to have a material effect on, our internal
control over financial reporting.
81
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART II OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
We and our subsidiaries are subject to various legal proceedings that arise from time to time in
the ordinary course of business. Some of these proceedings may seek relief or damages in amounts
that may be substantial. Because these proceedings are complex, many years may pass before they
are resolved, and it is not feasible to predict their outcomes. Some of these proceedings involve
claims that we believe may be covered by insurance, and we have advised our insurance carriers
accordingly.
As of March 31, 2009, we believed there were no outstanding legal matters that, upon their ultimate
resolution, would have a materially adverse effect on our consolidated financial statements.
ITEM
1A. RISK FACTORS.
There were no changes in our risk factors from those disclosed in our Form 10-K for 2008. We
discuss these risk factors on pages 42 to 58 and pages 138 to 141 in our 2008 Annual Report to
Shareholders.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
We had no unregistered sales of equity securities in the 2009 first quarter.
Issuer purchases of equity securities
We did not acquire or repurchase any of our shares during the 2009 first quarter. In April 2002,
our Board of Directors authorized our current 8-million-share repurchase plan. At March 31, 2009,
there were 4,956,204 shares available under this program. For more information about this, read
the capital resources discussion in this report.
In the table below, the data in column (d) include shares available under all compensation plans,
the Employee Stock Purchase Plan, repurchase plans, and other activities, including stock grants
and forfeitures, that could affect the maximum number of shares that we may purchase.
82
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART II OTHER INFORMATION
Share repurchase activity in the 2009 first quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
(d) |
|
|
|
|
|
|
|
|
|
|
Total number of |
|
Maximum number (or |
|
|
(a) |
|
(b) |
|
shares (or units) |
|
approximate dollar value) |
|
|
Total number |
|
Average |
|
purchased as part of |
|
of shares (or units) that |
|
|
of shares |
|
price paid |
|
publicly announced |
|
may yet be purchased |
|
|
(or units) |
|
per share |
|
plans |
|
under the plans or |
Period |
|
purchased |
|
(or unit) |
|
or programs |
|
programs |
|
Month #1: January 1 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,073,961 |
|
Month #2: February 1 28, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,651,422 |
|
Month #3: March 1 31, 2009 |
|
|
1,967 |
|
|
$ |
10.10 |
|
|
|
|
|
|
|
12,640,190 |
|
|
Total |
|
|
1,967 |
|
|
$ |
10.10 |
|
|
|
|
|
|
|
12,640,190 |
|
The Federal Reserve Boards policy is that a bank holding company should not pay dividends unless
its prospective earnings retention rate is consistent with its capital needs, asset quality, and
overall financial condition. We believe our payment of dividends during the first quarter of 2009
was consistent with the Federal Reserve Boards policy. For more information about our dividend,
read the executive summary in this report.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the 2009 first quarter.
ITEM
5. OTHER INFORMATION.
We have no information to report in addition to what is disclosed elsewhere in this report.
83
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
PART II OTHER INFORMATION
ITEM
6. EXHIBITS
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
|
31
|
|
Rule 13a-14(a)/15d-14(a) Certifications* |
|
|
|
32
|
|
Section 1350 Certifications* |
84
Wilmington Trust Corporation and subsidiaries
Form 10-Q for the three months ended March 31, 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
WILMINGTON TRUST CORPORATION
|
|
Date: May 11, 2009 |
/s/ Ted T. Cecala
|
|
|
Name: |
Ted T. Cecala |
|
|
Title: |
Chairman of the Board and Chief Executive Officer |
|
|
|
|
|
Date: May 11, 2009 |
/s/ David R. Gibson
|
|
|
Name: |
David R. Gibson |
|
|
Title: |
Executive Vice President and Chief Financial Officer
|
|
|
85